Common use of Prohibition Against Termination or Modification Clause in Contracts

Prohibition Against Termination or Modification. (a) Borrower shall not and shall not permit Owner to (i) surrender, terminate, cancel, materially modify, renew or extend any Management Agreement, (ii) enter into any other agreement relating to the management or operation of any Individual Property with any Manager or any other Person, (iii) consent to the assignment by any Manager of its interest under the related Management Agreement, or (iv) waive or release any of its material rights and remedies under any Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, with respect to the appointment of a new manager, such consent may be conditioned upon Borrower delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new manager and evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtained. If at any time Lender consents to the appointment of a new manager, such new manager and Owner shall, as a condition of Lender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, and (ii) a subordination of management agreement in a form reasonably acceptable to Lender. (b) Notwithstanding anything contrary in the Loan Documents (and without limiting Borrower’s right to replace (or cause Owner to replace) a Manager with Lender’s consent pursuant to clause (a) above), Borrower shall have a one-time right in connection with an Assumption, to cause Owner to replace one or more Managers with one or more Scheduled Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation provided that each of the following conditions shall have been satisfied provided, however, that Borrower may, on the closing date of the applicable Assumption, (A) replace any Franchise Agreement by a new Franchise Agreement in accordance with Section 4.34 hereof and/or (B) replace any Franchise Agreement with a new Franchise Agreement with the same Franchisor under, and in a form and on the terms, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) shall not apply with respect to any Franchisor or Franchise Agreement for which Lender has received confirmation that the related Scheduled Manager is acceptable to such Franchisor or otherwise permitted by such replacement Franchise Agreement: (i) Lender shall have received written notice of the intended replacement(s) not less than thirty (30) days prior to the date(s) on which such proposed replacement(s) are to occur; (ii) Such notice shall identify each Scheduled Manager (including each subcontracted Scheduled Manager engaged by ARC Hospitality) with whom Owner intends to replace each applicable Manager, and as of the date of giving such notice and as of the effective date of such replacement, (x) no such Scheduled Manager shall be subject to any bankruptcy or similar insolvency proceeding, and (y) there shall have been no material adverse change in the condition of any such Scheduled Manager, financial and otherwise, since the Closing Date; provided, however, that the replacement property management company identified by Borrower (or by Owner) shall be a “Scheduled Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by such Scheduled Manager pursuant to a Management Agreement as of the Closing Date, if any, and (B) such additional Individual Properties (i.e., Individual Properties not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not to exceed seventy-five (75%) of the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (and shall not be required to be satisfied by ARC Hospitality) and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iii) Each Scheduled Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality shall enter into one or more new Management Agreements, which agreements shall (A) not provide for Base Management Fees in excess of three percent (3.0%) of the monthly Adjusted Operating Income for the Individual Properties managed by such Scheduled Manager (or ARC Hospitality, if applicable), and not provide for Incentive Management Fees or other compensation in excess of the market rates for such fees and other compensation, and (B) otherwise be on terms and conditions approved by Lender (which approval will not be unreasonably withheld, conditioned or delayed); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Manager and the applicable Individual Owner that exist as of the Closing Date shall be deemed to be approved by Lender (the “Pre-Approved Revisions” shall mean a term of one year, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior to the expiration of the then-current one year term);

Prohibition Against Termination or Modification. (a) Borrower shall not and shall not permit Owner to (i) surrender, terminate, cancel, materially modify, renew renew, amend or extend any the Management Agreement, (ii) or enter into any other agreement relating to the management or operation of any Individual the Property with any Manager or any other Person, (iii) or consent to the assignment by any the Manager of its interest under the related Management Agreement, or (iv) waive or release any of its material rights and remedies under any Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, with respect to the appointment of a new manager, manager such consent may be conditioned upon Borrower delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new manager and evidence that management agreement and, if such replacement will not violate or cause new manager is an Affiliate of Borrower, upon delivery of a breach or default under any Franchise Agreement or Ground Lease non-consolidation opinion acceptable to the extent such violation, breach or default (with or without the passage of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtainedRating Agencies. If at any time Lender consents to the appointment of a new manager, such new manager and Owner Borrower shall, as a condition of Lender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, and (ii) a subordination of management agreement in a the form reasonably acceptable to then used by Lender. (b) Notwithstanding anything contrary in the Loan Documents (and without limiting Borrower’s right to replace (or cause Owner to replace) a Manager with Lender’s consent pursuant to clause (a) above), Borrower shall have a one-time right in connection not surrender, terminate, cancel, modify, renew, amend or extend the Franchise Agreement, or enter into any other agreement relating to the management or operation of the Property with an AssumptionFranchisor or any other Person, or consent to cause Owner to replace one or more Managers with one or more Scheduled Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all the assignment by the Franchisor of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation provided that each of interest under the following conditions shall have been satisfied provided, however, that Borrower may, on the closing date of the applicable Assumption, (A) replace any Franchise Agreement by a new Franchise Agreement in accordance with Section 4.34 hereof and/or (B) replace any Franchise Agreement with a new Franchise Agreement with except to the same Franchisor under, and in a form and on the termsextent such assignment is permitted thereunder), in each casecase without the express consent of Lender, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) consent shall not apply with respect to any Franchisor or Franchise Agreement for which Lender has received confirmation that the related Scheduled Manager is acceptable to such Franchisor or otherwise permitted by such replacement Franchise Agreement: (i) Lender shall have received written notice of the intended replacement(s) not less than thirty (30) days prior to the date(s) on which such proposed replacement(s) are to occur; (ii) Such notice shall identify each Scheduled Manager (including each subcontracted Scheduled Manager engaged by ARC Hospitality) with whom Owner intends to replace each applicable Manager, and as of the date of giving such notice and as of the effective date of such replacement, (x) no such Scheduled Manager shall be subject to any bankruptcy or similar insolvency proceeding, and (y) there shall have been no material adverse change in the condition of any such Scheduled Manager, financial and otherwise, since the Closing Dateunreasonably withheld; provided, however, that the replacement property management company identified by Borrower (or by Owner) shall be a “Scheduled Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by a new franchisor such Scheduled Manager pursuant consent may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new franchisor and franchise agreement and, if such new franchisor is an Affiliate of Borrower, upon delivery of a Management Agreement non-consolidation opinion acceptable to the Rating Agencies. If at any time Lender consents to the appointment of a new franchisor, such new franchisor and Borrower shall, as a condition of Lender’s consent, execute a subordination of franchise agreement in the form of the Closing Date, if any, and (B) such additional Individual Properties (i.e., Individual Properties not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not comfort letter delivered to exceed seventy-five (75%) of the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (and shall not be required to be satisfied by ARC Hospitality) and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after Lender on the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iii) Each Scheduled Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality shall enter into one or more new Management Agreements, which agreements shall (A) not provide for Base Management Fees in excess the form of three percent (3.0%) of the monthly Adjusted Operating Income for the Individual Properties managed comfort letter then used by such Scheduled Manager (or ARC Hospitality, if applicable), and not provide for Incentive Management Fees or other compensation in excess of the market rates for such fees and other compensation, and (B) otherwise be on terms and conditions approved by Lender (which approval will not be unreasonably withheld, conditioned or delayed); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Manager and the applicable Individual Owner that exist as of the Closing Date shall be deemed to be approved by Lender (the “Pre-Approved Revisions” shall mean a term of one year, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior franchisor subject to the expiration reasonable approval of the then-current one year term);Lender.

Prohibition Against Termination or Modification. (a) In the event that Borrower enters into a Management Agreement in accordance with the terms hereof, Borrower shall not and shall not permit Owner to (i) surrender, terminate, cancel, materially modify, renew or extend any the Management Agreement, (ii) enter into any other agreement relating to the management or operation of any Individual the Property with any Manager or any other Person, (iii) consent to the assignment by any the Manager of its interest under the related Management Agreement, or (iv) waive or release any of its material rights and remedies under any the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, with respect to the appointment of a new manager, property manager such consent may be conditioned upon Borrower delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new property manager and evidence that such replacement will management agreement. Notwithstanding the foregoing, however, provided no Event of Default is continuing, the approval of Lender and the Rating Agencies shall not violate or cause a breach or default under any Franchise Agreement or Ground Lease be required with respect to the extent such violation, breach or default (with or without the passage appointment of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtainedUnaffiliated Qualified Manager. If at any time Lender consents to the appointment of a new managerproperty manager or a Qualified Manager is appointed, such new property manager (including a Qualified Manager) and Owner Borrower shall, as a condition of Lender’s consent, execute (ia) a management agreement in form and substance reasonably acceptable to Lender, and (iib) a subordination of management agreement in a form reasonably acceptable to Lender. Lender and (bc) Notwithstanding anything contrary deliver an updated non-consolidation opinion in the Loan Documents (form and without limiting Borrower’s right to replace (or cause Owner to replace) a Manager with Lender’s consent pursuant to clause (a) above), Borrower shall have a one-time right in connection with an Assumption, to cause Owner to replace one or more Managers with one or more Scheduled Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation provided that each of the following conditions shall have been satisfied provided, however, that Borrower may, on the closing date of the applicable Assumption, (A) replace any Franchise Agreement by a new Franchise Agreement in accordance with Section 4.34 hereof and/or (B) replace any Franchise Agreement with a new Franchise Agreement with the same Franchisor undersubstance, and in a form from counsel, reasonably satisfactory to Lender and on satisfactory to the termsRating Agencies, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) shall not apply with respect to any Franchisor or Franchise Agreement for which Lender has received confirmation that the related Scheduled Qualified Manager is acceptable to such Franchisor an Affiliate of Borrower, Guarantor or otherwise permitted by such replacement Franchise Agreement: Key Principal (i) Lender shall have received written notice of the intended replacement(s) not less than thirty (30) days prior to the date(s) on which such proposed replacement(s) are to occur; (ii) Such notice shall identify each Scheduled Manager (including each subcontracted Scheduled Manager engaged by ARC Hospitality) with whom Owner intends to replace each applicable Manager, and as of the date of giving such notice and as of the effective date of such replacement, (x) no such Scheduled Manager shall be subject to any bankruptcy or similar insolvency proceeding, and (y) there shall have been no material adverse change in the condition of any such Scheduled Manager, financial and otherwise, since the Closing Date; provided, however, that the replacement property management company identified by Borrower (or by Owner) shall be a “Scheduled Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by such Scheduled Manager pursuant to a Management Agreement as of the Closing Date, if any, and (B) such additional Individual Properties (i.e., Individual Properties not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not to exceed seventy-five (75%) of the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria conditions set forth in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (and shall not be required to be satisfied by ARC Hospitality) and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iii) Each Scheduled Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality shall enter into one or more new Management Agreements, which agreements shall (A) not provide for Base Management Fees in excess of three percent (3.0%) of the monthly Adjusted Operating Income for the Individual Properties managed by such Scheduled Manager (or ARC Hospitality, if applicablea)-(c), and not provide for Incentive Management Fees or other compensation in excess of the market rates for such fees and other compensation, and (B) otherwise be on terms and conditions approved by Lender (which approval will not be unreasonably withheld, conditioned or delayed); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Manager and the applicable Individual Owner that exist as of the Closing Date shall be deemed to be approved by Lender (the “Pre-Approved Revisions” shall mean a term of one year, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior to the expiration of the then-current one year termNew Manager Conditions”);.

Prohibition Against Termination or Modification. (a) Borrower shall not and shall not permit Owner to not, without prior consent of Lender, (i) surrender, terminate, cancel, materially modify, renew renew, amend, or extend any the Management Agreement; provided that Borrower may, without Lender’s consent, replace Manager with a Qualified Manager pursuant to a Replacement Management Agreement, (ii) enter into any other agreement relating reduce or consent to the management or operation reduction of any Individual Property with any Manager or any other Personthe term of the Management Agreement, (iii) increase or consent to the assignment by increase of the amount of any Manager of its interest fees or other charges under the related Management Agreement, or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its material rights and remedies under, the Management Agreement in any material respect. In connection with the replacement of Manager with a Qualified Manager, Borrower shall: (A) execute and cause Qualified Manager to execute an assignment of management agreement and subordination of management fees in the form then used by Lender and (B) execute and cause Qualified Franchisor to execute an assignment of franchise agreement and subordination of franchise fees in the form then used by Lender, as applicable. (b) In the event that the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), Borrower shall promptly enter into a Replacement Management Agreement with a Qualified Manager. (c) Upon the occurrence and during the continuation of an Event of Default, Borrower shall not exercise any rights, make any decisions, grant any approvals or otherwise take any action under any the Management Agreement, in each case Agreement without the express prior consent of Lender, which consent shall not may be unreasonably withheldgranted, conditioned or delayed; provided, however, with respect to the appointment of a new manager, such consent may be conditioned upon Borrower delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new manager and evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result withheld in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtained. If at any time Lender consents to the appointment of a new manager, such new manager and Owner shall, as a condition of Lender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, and (ii) a subordination of management agreement in a form reasonably acceptable to Lendersole discretion. (b) Notwithstanding anything contrary in the Loan Documents (and without limiting Borrower’s right to replace (or cause Owner to replace) a Manager with Lender’s consent pursuant to clause (a) above), Borrower shall have a one-time right in connection with an Assumption, to cause Owner to replace one or more Managers with one or more Scheduled Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation provided that each of the following conditions shall have been satisfied provided, however, that Borrower may, on the closing date of the applicable Assumption, (A) replace any Franchise Agreement by a new Franchise Agreement in accordance with Section 4.34 hereof and/or (B) replace any Franchise Agreement with a new Franchise Agreement with the same Franchisor under, and in a form and on the terms, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) shall not apply with respect to any Franchisor or Franchise Agreement for which Lender has received confirmation that the related Scheduled Manager is acceptable to such Franchisor or otherwise permitted by such replacement Franchise Agreement: (i) Lender shall have received written notice of the intended replacement(s) not less than thirty (30) days prior to the date(s) on which such proposed replacement(s) are to occur; (ii) Such notice shall identify each Scheduled Manager (including each subcontracted Scheduled Manager engaged by ARC Hospitality) with whom Owner intends to replace each applicable Manager, and as of the date of giving such notice and as of the effective date of such replacement, (x) no such Scheduled Manager shall be subject to any bankruptcy or similar insolvency proceeding, and (y) there shall have been no material adverse change in the condition of any such Scheduled Manager, financial and otherwise, since the Closing Date; provided, however, that the replacement property management company identified by Borrower (or by Owner) shall be a “Scheduled Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by such Scheduled Manager pursuant to a Management Agreement as of the Closing Date, if any, and (B) such additional Individual Properties (i.e., Individual Properties not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not to exceed seventy-five (75%) of the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (and shall not be required to be satisfied by ARC Hospitality) and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iii) Each Scheduled Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality shall enter into one or more new Management Agreements, which agreements shall (A) not provide for Base Management Fees in excess of three percent (3.0%) of the monthly Adjusted Operating Income for the Individual Properties managed by such Scheduled Manager (or ARC Hospitality, if applicable), and not provide for Incentive Management Fees or other compensation in excess of the market rates for such fees and other compensation, and (B) otherwise be on terms and conditions approved by Lender (which approval will not be unreasonably withheld, conditioned or delayed); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Manager and the applicable Individual Owner that exist as of the Closing Date shall be deemed to be approved by Lender (the “Pre-Approved Revisions” shall mean a term of one year, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior to the expiration of the then-current one year term);

Prohibition Against Termination or Modification. (a) Borrower shall not and shall not permit Owner to (i) surrender, terminate, cancel, materially modify, renew or extend any Management Agreement, (ii) enter into any other agreement relating to the management or operation of any Individual Property with any Manager or any other Person, (iii) consent to the assignment by any Manager of its interest under the related Management Agreement, or (iv) waive or release any of its material rights and remedies under any Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, with respect to the appointment of a new manager, such consent may be conditioned upon Borrower delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new manager and evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtained. If at any time Lender consents to the appointment of a new manager, such new manager and Owner Borrower shall, as a condition of Lender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, and (ii) a subordination of management agreement in a form reasonably acceptable to Lender. (b) Notwithstanding anything contrary in the Loan Documents (and without limiting Borrower’s right to replace (or cause Owner to replace) a Manager with Lender’s consent pursuant to clause (a) above), Borrower shall have a one-time right in connection with an Assumption, to cause Owner to replace one or more Managers with one or more Scheduled Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation Confirmation, provided that each of the following conditions shall have been satisfied provided, however, that Borrower may, on (which replacements may be phased in over a period not to exceed twenty-four (24) months following the closing date of the applicable such Assumption, (A) replace any Franchise Agreement by a new Franchise Agreement in accordance with Section 4.34 hereof and/or (B) replace any Franchise Agreement with a new Franchise Agreement with the same Franchisor under, and in a form and on the terms, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) shall not apply with respect to any Franchisor or Franchise Agreement for which Lender has received confirmation that the related Scheduled Manager is acceptable to such Franchisor or otherwise permitted by such replacement Franchise Agreement:): (i) Lender shall have received written notice of the intended replacement(s) not less than thirty (30) days prior to the date(s) on which such proposed replacement(s) are to occur; (ii) Such notice shall identify each Scheduled Manager (including each subcontracted Scheduled Manager engaged by ARC Hospitality) with whom Owner Borrower intends to replace each applicable Manager, and as of the date of giving such notice and as of the effective date of such replacement, (x) no such Scheduled Manager shall be subject to any bankruptcy or similar insolvency proceeding, and (y) there shall have been no material adverse change in the condition of any such Scheduled Manager, financial and otherwise, since the Closing Date; provided, however, that the replacement property management company identified by Borrower (or by Owner) shall be a “Scheduled Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by such Scheduled Manager pursuant to a Management Agreement as of the Closing Date, if any, and (B) such additional Individual Properties (i.e., Individual Properties not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not to exceed seventy-five (75%) of the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (and shall not be required to be satisfied by ARC Hospitality) and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iii) Each Scheduled Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality Hospitality) shall enter into one or more new Management Agreements, which agreements shall (A) not provide for Base Management Fees in excess of three percent (3.0%) of the monthly Adjusted Operating Income for the Individual Properties managed by such Scheduled Manager (or ARC Hospitality, if applicable)Manager, and not provide for Incentive Management Fees or other compensation in excess of the market rates for such fees and other compensation, and (B) otherwise be on terms and conditions approved by Lender (which approval will not be unreasonably withheld, conditioned or delayed); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Manager and the applicable Individual Owner Borrowers that exist as of the Closing Date shall be deemed to be approved by Lender (the “Pre-Approved Revisions” shall mean a term of one year, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior to the expiration of the then-current one year term);

Prohibition Against Termination or Modification. No Borrower shall, or shall permit or cause Operating Lessee to, (a) Borrower shall not and shall not permit Owner to (i) surrender, terminate, cancel, materially modify, renew or extend any Management Agreement, (iib) enter into any other agreement relating to the management or operation of any Individual Property with any Manager or any other Person, (iiic) consent to the assignment by any Manager of its interest under the related any Management Agreement, or (ivd) waive or release any of its material rights and remedies under any Management Agreement, in each case without the express written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that with respect to the appointment of a new manager, such consent may be conditioned upon Borrower Borrowers delivering to Lender a Rating Agency Confirmation from each the applicable Rating Agency Agencies as to such new manager and evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtainedmanagement agreement. If at any time Lender consents to the appointment of a new manager, such new manager manager, the applicable Borrower or Borrowers and Owner Operating Lessee shall, as a condition of Lender’s consent, execute an assignment and subordination of management agreement in the form then used by Lender. Notwithstanding the foregoing, without the prior consent of Lender, (i) a management agreement in form and substance reasonably acceptable Borrower or Operating Lessee shall have the right upon the expiration of any Management Agreement to Lenderrenew such Management Agreement or to include the applicable Property under the existing Management Agreement with Remington Lodging & Hospitality, L.P., and (ii) a subordination if the applicable Borrower or Operating Lessee is permitted pursuant to the terms of management agreement in a form reasonably acceptable any Management Agreement to Lender. (b) Notwithstanding anything contrary in terminate such Management Agreement, the Loan Documents (and without limiting Borrower’s applicable Borrower or Operating Lessee shall have the right to replace (or cause Owner to replace) a Manager exercise such right of termination and include the applicable Property under the existing Management Agreement with Lender’s consent pursuant to clause (a) above)Remington Lodging & Hospitality, Borrower shall have a one-time right in connection with an AssumptionL.P., to cause Owner to replace one or more Managers with one or more Scheduled Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation provided that each of the following conditions shall have been satisfied provided, however, that Borrower may, on the closing date of the applicable Assumption, in either case: (A) replace any Franchise in the case of renewal, such renewed Management Agreement by a new Franchise is on the same form and contains the same terms and provisions as the expiring Management Agreement or is otherwise acceptable to Lender in accordance with Section 4.34 hereof and/or its reasonable discretion, (B) replace any Franchise Agreement with a new Franchise Agreement with the same Franchisor under, and in a form and on the terms, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) shall not apply with respect to any Franchisor Borrower or Franchise Agreement for which Lender has received confirmation that the related Scheduled Manager is acceptable to such Franchisor or otherwise permitted by such replacement Franchise Agreement: (i) Lender shall have received Operating Lessee provides written notice to Lender of the intended replacement(s) such renewed Management Agreement or engagement of Remington Lodging & Hospitality, L.P. not less than thirty (30) days prior to the date(s) date on which such proposed replacement(s) are to occur; (ii) Such the applicable Management Agreement shall expire or shall be terminated, as the case may be, which notice shall identify each Scheduled Manager (including each subcontracted Scheduled Manager engaged by ARC Hospitality) with whom Owner intends to replace each applicable Manager, and as include either a copy of the date of giving such notice and as proposed renewed Management Agreement (blacklined to the expiring Management Agreement if on the same form) or the amendment of the effective date of such replacementexisting Management Agreement with Remington Lodging & Hospitality, L.P. to include the applicable Property, as the case may be, (xC) no such Scheduled the applicable Borrower, Operating Lessee and the applicable Manager shall be subject execute and deliver to any bankruptcy Lender an assignment and subordination of management agreement in the same form as the Assignment of Management Agreement executed in connection with the Management Agreement that is expiring or similar insolvency proceedingbeing terminated, and (yD) there shall have been no material adverse change in if any licenses or permits required to operate the condition of any such Scheduled Manager, financial and otherwise, since related Property as a hotel are held by the Closing Date; provided, however, that Manager under the replacement property management company identified by Borrower (or by Owner) shall be a “Scheduled Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by such Scheduled Manager pursuant to a Management Agreement as of that is expiring or being terminated, the Closing Date, if any, applicable Borrower and/or Operating Lessee shall deliver to Lender evidence reasonably acceptable to Lender that such licenses and (B) such additional Individual Properties (i.e., Individual Properties not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not to exceed seventy-five (75%) of the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (permits are and shall not be required to be satisfied by ARC Hospitality) remain in full force and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iii) Each Scheduled Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality shall enter into one or more new Management Agreements, which agreements shall (A) not provide for Base Management Fees in excess of three percent (3.0%) of the monthly Adjusted Operating Income for the Individual Properties managed by such Scheduled Manager (or ARC Hospitality, if applicable), and not provide for Incentive Management Fees or other compensation in excess of the market rates for such fees and other compensation, and (B) otherwise be on terms and conditions approved by Lender (which approval will not be unreasonably withheld, conditioned or delayed); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Manager and the applicable Individual Owner that exist as of the Closing Date shall be deemed to be approved by Lender (the “Pre-Approved Revisions” shall mean a term of one year, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior to the expiration of the then-current one year term);effect.

Prohibition Against Termination or Modification. No Borrower shall, or shall permit or cause Operating Lessee to, (a) Borrower shall not and shall not permit Owner to (i) surrender, terminate, cancel, materially modify, renew or extend any Management Agreement, (iib) enter into any other agreement relating to the management or Pool 1 operation of any Individual Property with any Manager or any other Person, (iiic) consent to the assignment by any Manager of its interest under the related any Management Agreement, or (ivd) waive or release any of its material rights and remedies under any Management Agreement, in each case without the express written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that with respect to the appointment of a new manager, such consent may be conditioned upon Borrower Borrowers delivering to Lender a Rating Agency Confirmation from each the applicable Rating Agency Agencies as to such new manager and evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtainedmanagement agreement. If at any time Lender consents to the appointment of a new manager, such new manager manager, the applicable Borrower or Borrowers and Owner Operating Lessee shall, as a condition of Lender’s consent, execute an assignment and subordination of management agreement in the form then used by Lender. Notwithstanding the foregoing, without the prior consent of Lender, (i) a management agreement in form and substance reasonably acceptable Borrower or Operating Lessee shall have the right upon the expiration of any Management Agreement to Lenderrenew such Management Agreement or to include the applicable Property under the existing Management Agreement with Remington Lodging & Hospitality, L.P., and (ii) a subordination if the applicable Borrower or Operating Lessee is permitted pursuant to the terms of management agreement in a form reasonably acceptable any Management Agreement to Lender. (b) Notwithstanding anything contrary in terminate such Management Agreement, the Loan Documents (and without limiting Borrower’s applicable Borrower or Operating Lessee shall have the right to replace (or cause Owner to replace) a Manager exercise such right of termination and include the applicable Property under the existing Management Agreement with Lender’s consent pursuant to clause (a) above)Remington Lodging & Hospitality, Borrower shall have a one-time right in connection with an AssumptionL.P., to cause Owner to replace one or more Managers with one or more Scheduled Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation provided that each of the following conditions shall have been satisfied provided, however, that Borrower may, on the closing date of the applicable Assumption, in either case: (A) replace any Franchise in the case of renewal, such renewed Management Agreement by a new Franchise is on the same form and contains the same terms and provisions as the expiring Management Agreement or is otherwise acceptable to Lender in accordance with Section 4.34 hereof and/or its reasonable discretion, (B) replace any Franchise Agreement with a new Franchise Agreement with the same Franchisor under, and in a form and on the terms, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) shall not apply with respect to any Franchisor Borrower or Franchise Agreement for which Lender has received confirmation that the related Scheduled Manager is acceptable to such Franchisor or otherwise permitted by such replacement Franchise Agreement: (i) Lender shall have received Operating Lessee provides written notice to Lender of the intended replacement(s) such renewed Management Agreement or engagement of Remington Lodging & Hospitality, L.P. not less than thirty (30) days prior to the date(s) date on which such proposed replacement(s) are to occur; (ii) Such the applicable Management Agreement shall expire or shall be terminated, as the case may be, which notice shall identify each Scheduled Manager (including each subcontracted Scheduled Manager engaged by ARC Hospitality) with whom Owner intends to replace each applicable Manager, and as include either a copy of the date of giving such notice and as proposed renewed Management Agreement (blacklined to the expiring Management Agreement if on the same form) or the amendment of the effective date of such replacementexisting Management Agreement with Remington Lodging & Hospitality, L.P. to include the applicable Property, as the case may be, (xC) no such Scheduled the applicable Borrower, Operating Lessee and the applicable Manager shall be subject execute and deliver to any bankruptcy Lender an assignment and subordination of management agreement in the same form as the Assignment of Management Agreement executed in connection with the Management Agreement that is expiring or similar insolvency proceedingbeing terminated, and (yD) there shall have been no material adverse change in if any licenses or permits required to operate the condition of any such Scheduled Manager, financial and otherwise, since related Property as a hotel are held by the Closing Date; provided, however, that Manager under the replacement property management company identified by Borrower (or by Owner) shall be a “Scheduled Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by such Scheduled Manager pursuant to a Management Agreement as of that is expiring or being terminated, the Closing Date, if any, applicable Borrower and/or Operating Lessee shall deliver to Lender evidence reasonably acceptable to Lender that such licenses and (B) such additional Individual Properties (i.e., Individual Properties not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not to exceed seventy-five (75%) of the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (permits are and shall not be required to be satisfied by ARC Hospitality) remain in full force and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iii) Each Scheduled Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality shall enter into one or more new Management Agreements, which agreements shall (A) not provide for Base Management Fees in excess of three percent (3.0%) of the monthly Adjusted Operating Income for the Individual Properties managed by such Scheduled Manager (or ARC Hospitality, if applicable), and not provide for Incentive Management Fees or other compensation in excess of the market rates for such fees and other compensation, and (B) otherwise be on terms and conditions approved by Lender (which approval will not be unreasonably withheld, conditioned or delayed); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Manager and the applicable Individual Owner that exist as of the Closing Date shall be deemed to be approved by Lender (the “Pre-Approved Revisions” shall mean a term of one year, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior to the expiration of the then-current one year term);effect.

Prohibition Against Termination or Modification. (a) Except as set forth in clause (b) below, neither Borrower nor Leasehold Pledgor shall not and shall not cause or permit Owner or Operating Lessee, to (i) surrender, terminate, cancel, materially modify, renew or extend any Management AgreementAgreement (other than a renewal or extension of a Management Agreement in accordance with its terms), (ii) enter into any other agreement relating to the management or operation of any Individual Property with any Manager or any other Person, (iii) consent to the assignment by any Manager of its interest under the related Management Agreement, or (iv) waive or release any of its material rights and remedies under any Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, with respect to the appointment of a new manager, such consent may be conditioned upon Borrower or Leasehold Pledgor delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new manager and evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtained. If at any time Lender consents to the appointment of a new manager, such new manager and Owner and Operating Lessee shall, as a condition of Lender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, and (ii) a subordination of management agreement in a form reasonably acceptable to Lender. (b) Notwithstanding anything to the contrary herein or in the other Loan Documents (and without limiting Borrower’s and Leasehold Pledgor’s right to replace (or cause Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to replace) a Manager with Lender’s consent pursuant to clause (a) above), Borrower and Leasehold Pledgor shall have a one-time the right in connection with an Assumption, to cause Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to replace one or more Managers with one or more Scheduled Qualified Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation provided that each of the following conditions shall have been satisfied provided, however, that Borrower may, on the closing date of the applicable Assumption, (A) replace any Franchise Agreement by a new Franchise Agreement in accordance with Section 4.34 hereof and/or (B) replace any Franchise Agreement with a new Franchise Agreement with the same Franchisor under, and in a form and on the terms, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) shall not apply with respect to any Franchisor or Franchise Agreement for which Lender has received confirmation that the related Scheduled Manager is acceptable to such Franchisor or otherwise permitted by such replacement Franchise Agreementsatisfied: (i) Lender shall have received written notice of the intended replacement(s) not less than thirty fifteen (3015) days prior to the date(s) on which such proposed replacement(s) are to occur; -104- Mezzanine B Loan Agreement (ii) As of the date of giving such notice and as of the effective date of such replacement no Event of Default shall have occurred and be continuing; (iiiii) Such notice shall identify each Scheduled the Individual Property as to which Owner wishes to replace the Manager (including each subcontracted Scheduled and the Qualified Manager engaged by ARC Hospitality) with whom Owner or Operating Lessee intends to replace each the applicable Manager, Manager and as of the date of giving such notice and as of the effective date of such replacement, (x) no such Scheduled Qualified Manager shall be subject to any bankruptcy or similar insolvency proceeding, and (y) there shall have been no material adverse change in the condition of any such Scheduled Qualified Manager, financial and otherwise, since the Closing Date; provided, however, that the replacement property management company identified by Borrower (or by Owner) Owner shall be a “Scheduled Qualified Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by if such Scheduled Manager pursuant to a Management Agreement as of the Closing Date, if any, and (B) such additional Individual Properties (i.e., Individual Properties replacement property company does not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not to exceed manage more than seventy-five percent (75%) of the total number of keys (including of the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (and shall not be required to be satisfied by ARC Hospitality) and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iiiiv) Each Scheduled Qualified Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality or Leasehold Pledgor shall enter into one or more new Management Agreements, which agreements shall (A) not provide for Base Management Fees in excess of three percent (3.0%) of the monthly Adjusted Operating Income for the Individual Properties managed by such Scheduled Qualified Manager (or ARC Hospitality, if applicable), and not provide for Incentive Management Fees or other compensation unless otherwise reasonably agreed by Lender in excess of the market rates for such fees and other compensationwriting, and (B) otherwise be on terms and conditions approved by Lender (which approval will not be unreasonably withheld, conditioned or delayed); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Qualified Manager and the applicable Individual Owner or Operating Lessee that exist as of the Closing Date shall be deemed to be approved by Lender; (v) Lender shall have received evidence reasonably satisfactory to it (which may be in the form of an Officer’s Certificate) that such replacement(s) of such Manager(s) are not prohibited by and would not permit the applicable Franchisor or the applicable Ground Lessor to terminate any Franchise Agreement or Ground Lease, and will not result in or cause any breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of such Manager(s) have been obtained; (vi) Concurrently with such replacement(s), Borrower or Leasehold Pledgor shall have caused Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to pay (or escrow in accordance with the terms of the Management Agreement(s) being replaced), any termination or transition costs and expenses, termination fees or their equivalent, to which any Manager being replaced is entitled under its Management Agreement; and (vii) Each such Qualified Manager shall enter into an assignment of management agreement and subordination of management fees which either is (A) in form and substance substantially the same as the assignment of management agreement and subordination of management fees entered into by any Qualified Manager on the Closing Date or (B) in form and substance approved by Lender (the “Pre-Approved Revisions” shall mean a term of one yearwhich approval will not be unreasonably withheld, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior to the expiration of the then-current one year termconditioned or delayed);. -105- Mezzanine B Loan Agreement

Prohibition Against Termination or Modification. (a) Borrower shall not and shall not permit Owner to Mortgage Borrower to, without prior consent of Lender, (i) surrender, terminate, cancel, materially modify, renew renew, amend or extend any the Management Agreement; provided that Borrower may permit Mortgage Borrower to, without Lender's consent, replace Manager with a Qualified Manager pursuant to a Replacement Management Agreement, (ii) enter into any other agreement relating reduce or consent to the management or operation reduction of any Individual Property with any Manager or any other Personthe term of the Management Agreement, (iii) increase or consent to the assignment by increase of the amount of any Manager of its interest fees or other charges under the related Management Agreement, or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its material rights and remedies under, the Management Agreement in any material respect. In connection with the replacement of Manager with a Qualified Manager, Borrower shall execute and shall cause Mortgage Borrower and Qualified Manager to execute a subordination of management agreement in the form then used by Lender. (b) In the event that the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender's consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Mortgage Borrower to promptly enter into a Replacement Management Agreement with a Qualified Manager. (c) Upon the occurrence and during the continuation of an Event of Default, Borrower shall not permit Mortgage Borrower to exercise any rights, make any decisions, grant any approvals or otherwise take any action under any the Management Agreement, in each case Agreement without the express prior consent of Lender, which consent shall not may be unreasonably withheldgranted, conditioned or delayed; provided, however, with respect to the appointment of a new manager, such consent may be conditioned upon Borrower delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new manager and evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result withheld in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtained. If at any time Lender consents to the appointment of a new manager, such new manager and Owner shall, as a condition of Lender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, and (ii) a subordination of management agreement in a form reasonably acceptable to Lender's sole discretion. (b) Notwithstanding anything contrary in the Loan Documents (and without limiting Borrower’s right to replace (or cause Owner to replace) a Manager with Lender’s consent pursuant to clause (a) above), Borrower shall have a one-time right in connection with an Assumption, to cause Owner to replace one or more Managers with one or more Scheduled Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation provided that each of the following conditions shall have been satisfied provided, however, that Borrower may, on the closing date of the applicable Assumption, (A) replace any Franchise Agreement by a new Franchise Agreement in accordance with Section 4.34 hereof and/or (B) replace any Franchise Agreement with a new Franchise Agreement with the same Franchisor under, and in a form and on the terms, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) shall not apply with respect to any Franchisor or Franchise Agreement for which Lender has received confirmation that the related Scheduled Manager is acceptable to such Franchisor or otherwise permitted by such replacement Franchise Agreement: (i) Lender shall have received written notice of the intended replacement(s) not less than thirty (30) days prior to the date(s) on which such proposed replacement(s) are to occur; (ii) Such notice shall identify each Scheduled Manager (including each subcontracted Scheduled Manager engaged by ARC Hospitality) with whom Owner intends to replace each applicable Manager, and as of the date of giving such notice and as of the effective date of such replacement, (x) no such Scheduled Manager shall be subject to any bankruptcy or similar insolvency proceeding, and (y) there shall have been no material adverse change in the condition of any such Scheduled Manager, financial and otherwise, since the Closing Date; provided, however, that the replacement property management company identified by Borrower (or by Owner) shall be a “Scheduled Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by such Scheduled Manager pursuant to a Management Agreement as of the Closing Date, if any, and (B) such additional Individual Properties (i.e., Individual Properties not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not to exceed seventy-five (75%) of the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (and shall not be required to be satisfied by ARC Hospitality) and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iii) Each Scheduled Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality shall enter into one or more new Management Agreements, which agreements shall (A) not provide for Base Management Fees in excess of three percent (3.0%) of the monthly Adjusted Operating Income for the Individual Properties managed by such Scheduled Manager (or ARC Hospitality, if applicable), and not provide for Incentive Management Fees or other compensation in excess of the market rates for such fees and other compensation, and (B) otherwise be on terms and conditions approved by Lender (which approval will not be unreasonably withheld, conditioned or delayed); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Manager and the applicable Individual Owner that exist as of the Closing Date shall be deemed to be approved by Lender (the “Pre-Approved Revisions” shall mean a term of one year, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior to the expiration of the then-current one year term);

Prohibition Against Termination or Modification. (a) Subject to Section 4.16.2(b) hereof, Borrower shall not and shall not permit Owner to (i) surrender, terminate, cancel, materially modify, renew or extend any the Management AgreementAgreements or the Parking Management Agreements, (ii) enter into any other agreement relating to the management or operation (including the parking garage) of any Individual Property with any Manager, Parking Manager or any other Person, provided, that (a) Manager may sub-contract to a Qualified Manager the management responsibilities of Manager under a Management Agreement pursuant to a sub-management agreement, provided, that (1) the fees and charges payable under any such sub-management agreement do not exceed the management fees and charges payable to Manager under such Management Agreement and are the sole obligation of Manager, (2) any sub-management agreement terminates in the event of a termination of the Management Agreement, and (3) Borrower shall have no obligations or liabilities under any such sub-management agreement, (iii) consent to the assignment by any the Manager or Parking Manager of its interest under any Management Agreement or any Parking Management Agreement (other than an assignment by the related Management AgreementManager or Parking Manager to a Qualified Manager), or (iv) waive or release any of its material rights and remedies under any Management Agreement or any Parking Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, with respect to the appointment of a new manager, property manager or new parking manager such consent may be conditioned upon Borrower delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency rating agency as to such new property manager and evidence that such replacement will management agreement or new parking manager and parking management agreement, as applicable. Notwithstanding the foregoing, however, provided no Event of Default is continuing, the approval of Lender and the Rating Agencies shall not violate or cause a breach or default under any Franchise Agreement or Ground Lease be required with respect to the extent such violation, breach or default (with or without the passage appointment of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtaineda Qualified Manager. If at any time Lender consents to the appointment of a new managerproperty manager or new parking manager or a Qualified Manager is appointed, such new property manager or new parking manger (including a Qualified Manager) and Owner Borrower shall, as a condition of Lender’s consentto such appointment, (x) execute (i1) a management agreement or parking management agreement (as applicable) in form and substance reasonably acceptable to Lender, and (ii2) a subordination of management agreement or a subordination or parking management agreement, in each case, in a form reasonably acceptable to LenderLender and (y) deliver an updated Insolvency Opinion if such Qualified Manager is an Affiliate of Borrower. (b) Notwithstanding anything to the contrary set forth herein, but subject to the cap on management fees and parking management fees set forth in Section 4.16.1 hereof, Borrower may (i) terminate and replace Parking Manager with a Unaffiliated Qualified Parking Manager, (ii) renew any existing Parking Management Agreement on substantially similar terms as long as there is no increase in the Loan Documents fees payable under such Parking Management Agreement or (and without limiting Borrower’s right to replace iii) modify any Parking Management Agreement if such modification shall not (x) increase the fees payable under such Parking Management Agreement or cause Owner to replace(y) a Manager with Lender’s consent pursuant to clause (a) above), Borrower shall have a one-time right in connection with an Assumption, to cause Owner to replace one or more Managers with one or more Scheduled Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation provided that each of the following conditions shall have been satisfied provided, however, that Borrower may, adverse effect on the closing date of the applicable Assumption, (A) replace the ability of Borrower to perform any Franchise Agreement by a new Franchise Agreement in accordance with Section 4.34 hereof and/or of its obligations under any Loan Documents, (B) replace the legality, validity, binding effect or enforceability of any Franchise Agreement with a new Franchise Agreement with Loan Document, or (C) the same Franchisor underuse, and in a form and on the terms, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) shall not apply with respect to any Franchisor value or Franchise Agreement for which Lender has received confirmation that the related Scheduled Manager is acceptable to such Franchisor or otherwise permitted by such replacement Franchise Agreement: (i) Lender shall have received written notice possession of the intended replacement(s) not less than thirty (30) days prior to the date(s) on which such proposed replacement(s) are to occur; (ii) Such notice shall identify each Scheduled Manager (including each subcontracted Scheduled Manager engaged by ARC Hospitality) with whom Owner intends to replace each applicable Manager, and Property taken as of the date of giving such notice and as of the effective date of such replacement, (x) no such Scheduled Manager shall be subject to any bankruptcy or similar insolvency proceeding, and (y) there shall have been no material adverse change in the condition of any such Scheduled Manager, financial and otherwise, since the Closing Date; provided, however, that the replacement property management company identified by Borrower (or by Owner) shall be a “Scheduled Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by such Scheduled Manager pursuant to a Management Agreement as of the Closing Date, if any, and (B) such additional Individual Properties (i.e., Individual Properties not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not to exceed seventy-five (75%) of the total number of keys whole (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (and shall not be required to be satisfied by ARC Hospitality) and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iii) Each Scheduled Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality shall enter into one or more new Management Agreements, which agreements shall (A) not provide for Base Management Fees in excess of three percent (3.0%) of the monthly Adjusted Operating Income for the Individual Properties managed by such Scheduled Manager (or ARC Hospitality, if applicableUnderwritten Net Cash Flow), and not provide for Incentive Management Fees or other compensation in excess each without the consent of the market rates for such fees and other compensation, and (B) otherwise be on terms and conditions approved by Lender (which approval will not be unreasonably withheld, conditioned or delayed); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Manager and the applicable Individual Owner that exist as of the Closing Date shall be deemed to be approved by Lender (the “Pre-Approved Revisions” shall mean a term of one year, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior to the expiration of the then-current one year term);Lender.

Prohibition Against Termination or Modification. (a) Borrower shall not and shall not permit Owner to (i) surrender, terminateterminate or cancel (unless being replaced with a Qualified Manager and a new Management Agreement) or modify in any material respect, cancelrenew or extend (unless the renewal or extension is on substantially the same terms as the previous Management Agreement) any Management Agreement, (ii) surrender, terminate or cancel (unless being replaced with a Qualified Manager and a new Leasing Agreement) or materially modify, renew or extend any Management (unless the renewal or extension is on substantially the same terms as the previous Leasing Agreement) the Leasing Agreement, (iiiii) enter into any other agreement relating to the management or operation of any Individual the Property with any Manager Manager, Leasing Agent or any other PersonPerson (other than the Management Agreements or the Leasing Agreement or pursuant to the express terms of the Management Agreement and the Leasing Agreement), provided, that (a) Manager may sub-contract to a Qualified Manager the management responsibilities of Manager under a Management Agreement pursuant to a sub-management agreement, provided, that (1) the fees and charges payable under any such sub-management agreement do not exceed the management fees and charges payable to Manager under such Management Agreement and are the sole obligation of Manager, (iii2) any sub-management agreement terminates in the event of a termination of the Management Agreement, and (3) Borrower shall have no obligations or liabilities under any such sub-management agreement and (b) Leasing Agent may sub-contract to a Qualified Manager the management responsibilities of Leasing Agent under a Leasing Agreement pursuant to a sub-leasing agreement, provided, that (1) the fees, charges and commissions payable under any such sub-leasing agreement do not exceed the fees, charges and commissions payable to the Leasing Agent under such Leasing Agreement and are the sole obligation of the Leasing Agent, (2) any sub-leasing agreement terminates in the event of a termination of the Leasing Agreement, and (3) Borrower shall have no obligations or liabilities under any such sub-leasing agreement, (iv) consent to the assignment by any the Manager of its interest under the related any Management AgreementAgreement or by Leasing Agent of its interest under any Leasing Agreement other than, in each case, to a Qualified Manager, or (ivv) waive or release any of its material rights and remedies under any Management Agreement or the Leasing Agreement, except where the same is would not reasonably be expected to have a Material Adverse Effect, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, with respect to for the appointment by Borrower of a new manager, property manager or leasing agent (other than a Qualified Manager) such consent may also, if all or part of the Loan is being or has been included in a Securitization, be conditioned upon Borrower delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new property manager and evidence that such replacement will not violate or cause its management agreement. Notwithstanding the foregoing, however, provided no Event of Default is continuing, neither the approval of Lender nor a breach or default under any Franchise Agreement or Ground Lease Rating Agency Confirmation shall be required with respect to the extent such violation, breach or default (with or without the passage appointment of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtaineda Qualified Manager. If at any time Lender consents to the appointment of (x) a new managerproperty manager or a Qualified Manager is appointed, such new property manager (including a Qualified Manager) and Owner shall, as a condition of Lender’s consent, Borrower shall execute (i) a management agreement in form and substance substantially similar to the form and substance of the Management Agreements in effect on the Closing Date or as otherwise reasonably acceptable to Lender, and (ii) a subordination of management agreement in a form substantially similar to the Assignment of Management Agreement entered into on the Closing Date or such other form as is reasonably acceptable to Lender or (y) a new leasing agent, such new leasing agent (including a Qualified Manager) and Borrower shall execute (i) a leasing agreement in, if such new leasing agent is an Affiliate of Borrower, form and substance substantially similar to the form and substance of the Leasing Agreement in effect on the Closing Date or as otherwise on customary market terms, and (ii) an assignment of leasing agreement in, if such new leasing agent is an Affiliate of Borrower, a form substantially similar to the Assignment of Leasing Agreement entered into on the Closing Date or otherwise such other form as is reasonably acceptable to Lender. (b) Notwithstanding anything contrary in . The management fee payable to Manager under the Management Agreements shall be subordinate to the Mortgage and the other Loan Documents and to all payments then due and payable under the Loan Documents (including, without limitation, all payments of Debt Service and without limiting Borrower’s right to replace (or cause Owner to replaceall required deposits of Reserve Funds) a Manager with Lender’s consent pursuant to clause (a) above), Borrower and shall have a one-not exceed at any time right in connection with an Assumption, to cause Owner to replace one or more Managers with one or more Scheduled Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation provided that each during the term of the following conditions shall have been satisfied provided, however, that Borrower may, on the closing date of the applicable Assumption, Loan two percent (A) replace any Franchise Agreement by a new Franchise Agreement in accordance with Section 4.34 hereof and/or (B) replace any Franchise Agreement with a new Franchise Agreement with the same Franchisor under, and in a form and on the terms, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) shall not apply with respect to any Franchisor or Franchise Agreement for which Lender has received confirmation that the related Scheduled Manager is acceptable to such Franchisor or otherwise permitted by such replacement Franchise Agreement: (i) Lender shall have received written notice of the intended replacement(s) not less than thirty (30) days prior to the date(s) on which such proposed replacement(s) are to occur; (ii) Such notice shall identify each Scheduled Manager (including each subcontracted Scheduled Manager engaged by ARC Hospitality) with whom Owner intends to replace each applicable Manager, and as of the date of giving such notice and as of the effective date of such replacement, (x) no such Scheduled Manager shall be subject to any bankruptcy or similar insolvency proceeding, and (y) there shall have been no material adverse change in the condition of any such Scheduled Manager, financial and otherwise, since the Closing Date; provided, however, that the replacement property management company identified by Borrower (or by Owner) shall be a “Scheduled Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by such Scheduled Manager pursuant to a Management Agreement as of the Closing Date, if any, and (B) such additional Individual Properties (i.e., Individual Properties not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not to exceed seventy-five (752.0%) of the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (and shall not be required to be satisfied by ARC Hospitality) and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iii) Each Scheduled Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality shall enter into one or more new Management Agreements, which agreements shall (A) not provide for Base Management Fees in excess of three percent (3.0%) of the monthly Adjusted Operating Income for on an annual basis in the Individual Properties managed by such Scheduled Manager (or ARC Hospitality, if applicable), and not provide for Incentive Management Fees or other compensation in excess of the market rates for such fees and other compensation, and (B) otherwise be on terms and conditions approved by Lender (which approval will not be unreasonably withheld, conditioned or delayed); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Manager and the applicable Individual Owner that exist as of the Closing Date shall be deemed to be approved by Lender (the “Pre-Approved Revisions” shall mean a term of one year, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior to the expiration of the then-current one year term);aggregate.

Prohibition Against Termination or Modification. (a) Borrower shall not and shall not permit Owner to (i) surrender, terminate, cancel, materially modify, renew or extend any the Management Agreement, (ii) enter into any other agreement relating to the management or operation of any Individual the Property with any Manager or any other Person, (iii) consent to the assignment by any the Manager of its interest under the related Management Agreement, or (iv) waive or release any of its material rights and remedies under any the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, with respect to the appointment of a new manager, manager such consent may be conditioned upon Borrower delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new manager and evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtainedmanagement agreement. If at any time Lender consents to the appointment of a new manager, such new manager and Owner Borrower shall, as a condition of Lender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, and (ii) a subordination of management agreement in a form reasonably acceptable to Lender. . Notwithstanding the foregoing, so long as no Default or Event of Default then exists, Lender shall not unreasonably withhold or delay its consent with respect to approving any Management Agreement related transaction described in Section 7.2 above which is proposed by Borrower with respect to the Property so long as such proposed Management Agreement transaction, (a) is ordinary and customary when considering the ownership and operation of the Property, (b) Notwithstanding anything contrary in will not materially interfere with the Loan Documents (and without limiting Borrower’s right to replace (or cause Owner to replace) a Manager with Lender’s consent pursuant to clause (a) above), Borrower shall have a one-time right in connection with an Assumption, to cause Owner to replace one or more Managers with one or more Scheduled Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation provided that each benefits of the following conditions shall have been satisfied providedsecurity intended to be provided by the Security Instrument and this Agreement, however, that Borrower may, on (c) will not materially and adversely affect the closing date value of the applicable AssumptionProperty, (Ad) replace any Franchise Agreement by a new Franchise Agreement in accordance with Section 4.34 hereof and/or (B) replace any Franchise Agreement with a new Franchise Agreement with will not impair the same Franchisor under, and in a form and on the terms, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) shall not apply with respect to any Franchisor use or Franchise Agreement for which Lender has received confirmation that the related Scheduled Manager is acceptable to such Franchisor or otherwise permitted by such replacement Franchise Agreement: (i) Lender shall have received written notice operations of the intended replacement(s) not less than thirty Property (30) days prior to the date(s) on which such proposed replacement(s) are to occur; (ii) Such notice shall identify each Scheduled Manager (including each subcontracted Scheduled Manager engaged by ARC Hospitality) with whom Owner intends to replace each applicable Manager, and as of the date of giving such notice and as of the effective date of such replacement, (x) no such Scheduled Manager shall be subject to any bankruptcy or similar insolvency proceedingcurrently used), and (ye) there shall have been no material adverse change in the condition of any such Scheduled Manager, financial and otherwise, since the Closing Date; provided, however, that the replacement property management company identified by Borrower (or by Owner) shall be a “Scheduled Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by such Scheduled Manager pursuant to a Management Agreement as of the Closing Date, if any, and (B) such additional Individual Properties (i.e., Individual Properties not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not to exceed seventy-five (75%) of the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (and shall not be required to be satisfied by ARC Hospitality) and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iii) Each Scheduled Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality shall enter into one or more new Management Agreements, which agreements shall (A) not provide for Base Management Fees in excess of three percent (3.0%) of the monthly Adjusted Operating Income for the Individual Properties managed by such Scheduled Manager (or ARC Hospitality, if applicable), and not provide for Incentive Management Fees or other compensation in excess of the market rates for such fees and other compensation, and (B) otherwise be on terms and conditions approved by Lender (which approval will not be unreasonably withheldimpair Borrower’s ability to pay its Obligations in a timely manner. IN CONNECTION WITH ANY REQUEST WITH RESPECT TO A MANAGEMENT AGREEMENT RELATED TRANSACTION MEETING THE CRITERIA OUTLINED ABOVE, conditioned or delayedLENDER OR LENDER’S SERVICER, AS APPLICABLE, MUST GRANT OR WITHHOLD ITS APPROVAL IN A PROMPT AND REASONABLE TIME FRAME FOLLOWING ITS RECEIPT OF ANY REQUIRED MATERIALS RELATING TO THE PROPOSED MANAGEMENT AGREEMENT RELATED TRANSACTION (I.E., LENDER OR LENDER’S SERVICER, AS APPLICABLE, MAY NOT UNREASONABLY DELAY THE TIMING OF THE APPROVAL PROCESS); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Manager and the applicable Individual Owner that exist as of the Closing Date shall be deemed to be approved by Lender (the “Pre-Approved Revisions” shall mean a term of one year, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior to the expiration of the then-current one year term);.

Prohibition Against Termination or Modification. (a) Neither Borrower nor Operating Lessee shall not and shall not permit Owner to (i) surrender, terminate, cancel, materially and adversely modify, renew or extend any the Management Agreement, (ii) enter into any other agreement relating to the management or operation of any Individual the Property with any Manager or any other Person, (iii) consent to the assignment by any the Manager of its interest under the related Management AgreementAgreement (other than to an Affiliate of Manager), or (iv) waive or release any of its material rights and remedies under any the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayeddelayed and with respect to any modifications or amendments to the Management Agreement that do not materially increase Borrower’s or Operating Lessee’s obligations thereunder, such consent shall be subject to the Approval Standard; provided, however, with respect to the appointment of a new manager, property manager such consent may be conditioned upon Borrower or Operating Lessee delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency rating agency as to such new property manager and evidence that such replacement will management agreement. 56 Notwithstanding the foregoing, however, provided no Event of Default is continuing, the approval of Lender and the Rating Agencies shall not violate or cause a breach or default under any Franchise Agreement or Ground Lease be required with respect to the extent such violation, breach appointment of a Qualified Manager (or default (with the termination of the prior Management Agreement once the new Management Agreement between Borrower or without Operating Lessee and the passage of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Qualified Manager have has been obtainedexecuted). If at any time Lender consents to the appointment of a new managerproperty manager or a Qualified Manager is appointed, such new property manager (including a Qualified Manager) and Owner Borrower or Operating Lessee shall, as a condition of Lender’s consentconcurrently with such appointment, execute (i) a management agreement in form and substance reasonably acceptable to LenderLender and provided that Remington is appointed as a new property manager, the Ashford Prime Hotel Master Management Agreement dated as of November 19, 2013, as in effect as of the date hereof and in the form delivered to Lender prior to the Closing Date, is deemed acceptable to Lender (subject to the last sentence of Section 6.1 hereof), and (ii) a subordination of management and non-disturbance agreement in a form reasonably acceptable to Lender. (b) Notwithstanding anything to the contrary contained in this Section 4.14.2, in no event shall Borrower or Operating Lessee terminate the Loan Documents (and without limiting Borrower’s right to replace (or cause Owner to replace) a Manager with Lender’s consent Accor Management Agreement pursuant to clause (a) above), Borrower shall have a one-time right Section 13 of the Accor Management Agreement in connection with an Assumption, to cause Owner to replace one a Casualty or more Managers with one or more Scheduled Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) Condemnation without Lender’s consent and without any Rating Agency Confirmation provided that each of the following conditions shall have been satisfied provided, however, that Borrower may, on the closing date of the applicable Assumption, (A) replace any Franchise Agreement by a new Franchise Agreement in accordance with Section 4.34 hereof and/or (B) replace any Franchise Agreement with a new Franchise Agreement with the same Franchisor under, and in a form and on the terms, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) shall not apply with respect to any Franchisor or Franchise Agreement for which Lender has received confirmation that the related Scheduled Manager is acceptable to such Franchisor or otherwise permitted by such replacement Franchise Agreement: (i) Lender shall have received written notice of the intended replacement(s) not less than thirty (30) days express prior to the date(s) on which such proposed replacement(s) are to occur; (ii) Such notice shall identify each Scheduled Manager (including each subcontracted Scheduled Manager engaged by ARC Hospitality) with whom Owner intends to replace each applicable Manager, and as of the date of giving such notice and as of the effective date of such replacement, (x) no such Scheduled Manager shall be subject to any bankruptcy or similar insolvency proceeding, and (y) there shall have been no material adverse change in the condition of any such Scheduled Manager, financial and otherwise, since the Closing Date; provided, however, that the replacement property management company identified by Borrower (or by Owner) shall be a “Scheduled Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by such Scheduled Manager pursuant to a Management Agreement as of the Closing Date, if any, and (B) such additional Individual Properties (i.e., Individual Properties not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not to exceed seventy-five (75%) of the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (and shall not be required to be satisfied by ARC Hospitality) and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iii) Each Scheduled Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality shall enter into one or more new Management Agreementsconsent, which agreements shall (A) not provide for Base Management Fees in excess of three percent (3.0%) of the monthly Adjusted Operating Income for the Individual Properties managed by such Scheduled Manager (may be granted or ARC Hospitality, if applicable), and not provide for Incentive Management Fees or other compensation in excess of the market rates for such fees and other compensation, and (B) otherwise be on terms and conditions approved withheld by Lender (which approval will not be unreasonably withheld, conditioned or delayed); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Manager and the applicable Individual Owner that exist as of the Closing Date shall be deemed to be approved by Lender (the “Pre-Approved Revisions” shall mean a term of one year, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior to the expiration of the then-current one year term);Lender’s sole discretion.

Prohibition Against Termination or Modification. (a) Borrower and Op Co Pledgor shall not and shall not permit Owner to Mortgage Borrower or Operating Lessee to, without prior consent of Lender, (i) surrender, terminate, cancel, materially modify, renew renew, amend, or extend any the Management Agreement; provided that Borrower and Op Co Pledgor may, so long as no Event of Default shall have occurred and be continuing, cause Mortgage Borrower and Operating Lessee to replace Manager with a Qualified Manager pursuant to a Replacement Management Agreement, (ii) enter into surrender, terminate, cancel, modify, renew, amend, or extend any other agreement relating Franchise Agreement; provided, that Borrower and Op Co Pledgor may, so long as no Event of Default shall have occurred and be continuing, cause Mortgage Borrower and Operating Lessee to the management or operation of any Individual Property replace Franchisor with any Manager or any other Persona Qualified Franchisor pursuant to a Replacement Franchise Agreement, (iii) reduce or consent to the assignment by reduction of the term of the Management Agreement or any Manager Franchise Agreement (except in connection with a replacement thereof in accordance with clauses (i) or (ii) above), (iv) increase or consent to the increase of its interest the amount of any fees or other charges under the related Management Agreement or any Franchise Agreement, or (ivv) otherwise modify, change, supplement, alter or amend, or waive or release any of its material rights and remedies under, the Management Agreement or any Franchise Agreement in any material respect. In connection with the replacement of Manager with a Qualified Manager, the execution of a Replacement Franchise Agreement or the replacement of Franchisor with a Qualified Franchisor, Borrower and Op Co Pledgor shall execute and cause Qualified Manager to execute a subordination of management agreement and of management fees in form and substance reasonably acceptable Lender, and Borrower and Op Co Pledgor shall execute and cause Qualified Franchisor to execute franchise agreement comfort letter in form and substance reasonably acceptable Lender. (b) In the event that the Management Agreement expires or is terminated, Borrower and Op Co Pledgor shall cause Mortgage Borrower or Operating Lessee to promptly enter into a Replacement Management Agreement with a Qualified Manager. In the event that the Franchise Agreement expires or is terminated, Borrower and Op Co Pledgor shall cause Mortgage Borrower or Operating Lessee to promptly enter into a Replacement Franchise Agreement. (c) Upon the occurrence and during the continuation of an Event of Default, Borrower and Op Co Pledgor shall not and shall not permit Mortgage Borrower or Operating Lessee to exercise any rights, make any decisions, grant any approvals or otherwise take any action under any the Management Agreement, in each case Agreement or the Franchise Agreement without the express prior consent of Lender, which consent shall not may be unreasonably withheldgranted, conditioned or delayed; provided, however, with respect to the appointment of a new manager, such consent may be conditioned upon Borrower delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new manager and evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result withheld in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtained. If at any time Lender consents to the appointment of a new manager, such new manager and Owner shall, as a condition of Lender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, and (ii) a subordination of management agreement in a form reasonably acceptable to Lendersole discretion. (b) Notwithstanding anything contrary in the Loan Documents (and without limiting Borrower’s right to replace (or cause Owner to replace) a Manager with Lender’s consent pursuant to clause (a) above), Borrower shall have a one-time right in connection with an Assumption, to cause Owner to replace one or more Managers with one or more Scheduled Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation provided that each of the following conditions shall have been satisfied provided, however, that Borrower may, on the closing date of the applicable Assumption, (A) replace any Franchise Agreement by a new Franchise Agreement in accordance with Section 4.34 hereof and/or (B) replace any Franchise Agreement with a new Franchise Agreement with the same Franchisor under, and in a form and on the terms, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) shall not apply with respect to any Franchisor or Franchise Agreement for which Lender has received confirmation that the related Scheduled Manager is acceptable to such Franchisor or otherwise permitted by such replacement Franchise Agreement: (i) Lender shall have received written notice of the intended replacement(s) not less than thirty (30) days prior to the date(s) on which such proposed replacement(s) are to occur; (ii) Such notice shall identify each Scheduled Manager (including each subcontracted Scheduled Manager engaged by ARC Hospitality) with whom Owner intends to replace each applicable Manager, and as of the date of giving such notice and as of the effective date of such replacement, (x) no such Scheduled Manager shall be subject to any bankruptcy or similar insolvency proceeding, and (y) there shall have been no material adverse change in the condition of any such Scheduled Manager, financial and otherwise, since the Closing Date; provided, however, that the replacement property management company identified by Borrower (or by Owner) shall be a “Scheduled Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by such Scheduled Manager pursuant to a Management Agreement as of the Closing Date, if any, and (B) such additional Individual Properties (i.e., Individual Properties not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not to exceed seventy-five (75%) of the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (and shall not be required to be satisfied by ARC Hospitality) and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iii) Each Scheduled Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality shall enter into one or more new Management Agreements, which agreements shall (A) not provide for Base Management Fees in excess of three percent (3.0%) of the monthly Adjusted Operating Income for the Individual Properties managed by such Scheduled Manager (or ARC Hospitality, if applicable), and not provide for Incentive Management Fees or other compensation in excess of the market rates for such fees and other compensation, and (B) otherwise be on terms and conditions approved by Lender (which approval will not be unreasonably withheld, conditioned or delayed); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Manager and the applicable Individual Owner that exist as of the Closing Date shall be deemed to be approved by Lender (the “Pre-Approved Revisions” shall mean a term of one year, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior to the expiration of the then-current one year term);

Prohibition Against Termination or Modification. (a) Except as set forth in clause (b) below, neither Borrower nor Operating Lessee shall not and shall not permit Owner to (i) surrender, terminate, cancel, materially modify, renew or extend any Management AgreementAgreement (other than a renewal or extension of a Management Agreement in accordance with its terms), (ii) enter into any other agreement relating to the management or operation of any Individual Property with any Manager or any other Person, (iii) consent to the assignment by any Manager of its interest under the related Management Agreement, or (iv) waive or release any of its material rights and remedies under any Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, with respect to the appointment of a new manager, such consent may be conditioned upon Borrower or Operating Lessee delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new manager and evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtained. If at any time Lender consents to the appointment of a new manager, such new manager and Owner Borrower and Operating Lessee shall, as a condition of Lender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, and (ii) a subordination of management agreement in a form reasonably acceptable to Lender. (b) Notwithstanding anything to the contrary herein or in the other Loan Documents (and without limiting Borrower’s and Operating Lessee’s right to replace (or cause Owner to replace) a Manager with Lender’s consent pursuant to clause (a) above), Borrower and Operating Lessee shall have a one-time the right in connection with an Assumption, to cause Owner to replace one or more Managers with one or more Scheduled Qualified Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation Confirmation, provided that each of the following conditions shall have been satisfied provided, however, that Borrower may, on the closing date of the applicable Assumption, (A) replace any Franchise Agreement by a new Franchise Agreement in accordance with Section 4.34 hereof and/or (B) replace any Franchise Agreement with a new Franchise Agreement with the same Franchisor under, and in a form and on the terms, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) shall not apply with respect to any Franchisor or Franchise Agreement for which Lender has received confirmation that the related Scheduled Manager is acceptable to such Franchisor or otherwise permitted by such replacement Franchise Agreementsatisfied: (i) Lender shall have received written notice of the intended replacement(s) not less than thirty fifteen (3015) days prior to the date(s) on which such proposed replacement(s) are to occur; (ii) As of the date of giving such notice and as of the effective date of such replacement no Event of Default shall have occurred and be continuing; (iii) Such notice shall identify each Scheduled the Individual Property as to which Borrower wishes to replace the Manager (including each subcontracted Scheduled and the Qualified Manager engaged by ARC Hospitality) with whom Owner Borrower or Operating Lessee intends to replace each the applicable Manager, and as of the date of giving such notice and as of the effective date of such replacement, (x) no such Scheduled Qualified Manager shall be subject to any bankruptcy or similar insolvency proceeding, and (y) there shall have been no material adverse change in the condition of any such Scheduled Qualified Manager, financial and otherwise, since the Closing Date; provided, however, that the replacement property management company identified by Borrower (or by Owner) shall be a “Scheduled Qualified Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by if such Scheduled Manager pursuant to a Management Agreement as of the Closing Date, if any, and (B) such additional Individual Properties (i.e., Individual Properties replacement property company does not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not to exceed manage more than seventy-five percent (75%) of the total number of keys (including of the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (and shall not be required to be satisfied by ARC Hospitality) and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iiiiv) Each Scheduled Qualified Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality or Operating Lessee shall enter into one or more new Management Agreements, which agreements shall (A) not provide for Base Management Fees in excess of three percent (3.0%) of the monthly Adjusted Operating Income for the Individual Properties managed by such Scheduled Qualified Manager (or ARC Hospitality, if applicable), and not provide for Incentive Management Fees or other compensation unless otherwise reasonably agreed by Lender in excess of the market rates for such fees and other compensationwriting, and (B) otherwise be on terms and conditions approved by Lender (which approval will not be unreasonably withheld, conditioned or delayed); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Qualified Manager and the applicable Individual Owner Borrowers or Operating Lessee that exist as of the Closing Date shall be deemed to be approved by Lender; (v) Lender shall have received evidence reasonably satisfactory to it (which may be in the form of an Officer’s Certificate) that such replacement(s) of such Manager(s) are not prohibited by and would not permit the applicable Franchisor to terminate any Franchise Agreement, and will not result in or cause any breach or default under any Franchise Agreement to the extent such violation, breach or default (with or without the passage of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement to the replacement of such Manager(s) have been obtained; (vi) Concurrently with such replacement(s), Borrower or Operating Lessee shall have paid (or escrowed in accordance with the terms of the Management Agreement(s) being replaced) any termination or transition costs and expenses, termination fees or their equivalent, to which any Manager being replaced is entitled under its Management Agreement; and (vii) Each such Qualified Manager shall enter into an assignment of management agreement and subordination of management fees which either is (A) in form and substance substantially the same as the assignment of management agreement and subordination of management fees entered into by any Qualified Manager on the Closing Date or (B) in form and substance approved by Lender (the “Pre-Approved Revisions” shall mean a term of one yearwhich approval will not be unreasonably withheld, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior to the expiration of the then-current one year termconditioned or delayed);.

Prohibition Against Termination or Modification. (a) Borrower shall not, without prior consent of Lender (not and shall not permit Owner to be unreasonably withheld, conditioned or delayed), (i) surrender, terminate, cancel, materially modify, renew renew, amend, or extend any (other than automatic renewals and extensions pursuant to the terms of the Management Agreement) the Management Agreement, (ii) enter into any other agreement relating reduce or consent to the management or operation reduction of any Individual Property with any Manager or any other Personthe term of the Management Agreement, (iii) increase or consent to the assignment by increase of the amount of any Manager of its interest fees or other charges under the related Management Agreement, or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its material rights and remedies under, the Management Agreement in any material respect (the “Management Agreement Modifications”). In the event that Lender fails to respond to Borrower’s initial request for approval within ten (10) days after Lender’s receipt thereof, Borrower shall resubmit such request, with the notation “IMMEDIATE RESPONSE REQUIRED. FAILURE TO RESPOND TO THIS REQUEST FOR APPROVAL WITHIN FIVE (5) DAYS AFTER LENDER’S RECEIPT SHALL CONSTITUTE DEEMED APPROVAL BY LENDER” prominently displayed in bold, all caps and fourteen (14) point or larger font. If Lender does not approve or reject the proposed Management Agreement Modification within five (5) days after Lender’s receipt of the resubmitted request, Lender shall be deemed to have approved such Management Agreement Modification. (b) In the event that the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), Borrower shall promptly enter into a Replacement Management Agreement with a Qualified Manager. (c) Upon the occurrence and during the continuation of an Event of Default, Borrower shall not exercise any rights, make any decisions, grant any approvals or otherwise take any action under any the Management Agreement, in each case Agreement without the express prior consent of Lender, which consent shall not may be unreasonably withheldgranted, conditioned or delayed; provided, however, with respect to the appointment of a new manager, such consent may be conditioned upon Borrower delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new manager and evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result withheld in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtained. If at any time Lender consents to the appointment of a new manager, such new manager and Owner shall, as a condition of Lender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, and (ii) a subordination of management agreement in a form reasonably acceptable to Lendersole discretion. (b) Notwithstanding anything contrary in the Loan Documents (and without limiting Borrower’s right to replace (or cause Owner to replace) a Manager with Lender’s consent pursuant to clause (a) above), Borrower shall have a one-time right in connection with an Assumption, to cause Owner to replace one or more Managers with one or more Scheduled Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation provided that each of the following conditions shall have been satisfied provided, however, that Borrower may, on the closing date of the applicable Assumption, (A) replace any Franchise Agreement by a new Franchise Agreement in accordance with Section 4.34 hereof and/or (B) replace any Franchise Agreement with a new Franchise Agreement with the same Franchisor under, and in a form and on the terms, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) shall not apply with respect to any Franchisor or Franchise Agreement for which Lender has received confirmation that the related Scheduled Manager is acceptable to such Franchisor or otherwise permitted by such replacement Franchise Agreement: (i) Lender shall have received written notice of the intended replacement(s) not less than thirty (30) days prior to the date(s) on which such proposed replacement(s) are to occur; (ii) Such notice shall identify each Scheduled Manager (including each subcontracted Scheduled Manager engaged by ARC Hospitality) with whom Owner intends to replace each applicable Manager, and as of the date of giving such notice and as of the effective date of such replacement, (x) no such Scheduled Manager shall be subject to any bankruptcy or similar insolvency proceeding, and (y) there shall have been no material adverse change in the condition of any such Scheduled Manager, financial and otherwise, since the Closing Date; provided, however, that the replacement property management company identified by Borrower (or by Owner) shall be a “Scheduled Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by such Scheduled Manager pursuant to a Management Agreement as of the Closing Date, if any, and (B) such additional Individual Properties (i.e., Individual Properties not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not to exceed seventy-five (75%) of the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (and shall not be required to be satisfied by ARC Hospitality) and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iii) Each Scheduled Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality shall enter into one or more new Management Agreements, which agreements shall (A) not provide for Base Management Fees in excess of three percent (3.0%) of the monthly Adjusted Operating Income for the Individual Properties managed by such Scheduled Manager (or ARC Hospitality, if applicable), and not provide for Incentive Management Fees or other compensation in excess of the market rates for such fees and other compensation, and (B) otherwise be on terms and conditions approved by Lender (which approval will not be unreasonably withheld, conditioned or delayed); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Manager and the applicable Individual Owner that exist as of the Closing Date shall be deemed to be approved by Lender (the “Pre-Approved Revisions” shall mean a term of one year, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior to the expiration of the then-current one year term);

Prohibition Against Termination or Modification. (a) Borrower and Operating Lessee shall not and shall not permit Owner to not, without prior consent of Lender, (i) surrender, terminate, cancel, materially modify, renew renew, amend, or extend any the Management Agreement; provided that Borrower and Operating Lessee may, so long as no Event of Default shall have occurred and be continuing, replace Manager with a Qualified Manager pursuant to a Replacement Management Agreement, (ii) enter into surrender, terminate, cancel, modify, renew, amend, or extend any other agreement relating Franchise Agreement; provided, that Borrower and Operating Lessee may, so long as no Event of Default shall have occurred and be continuing, replace Franchisor with a Qualified Franchisor pursuant to the management or operation of any Individual Property with any Manager or any other Persona Replacement Franchise Agreement, (iii) reduce or consent to the assignment by reduction of the term of the Management Agreement or any Manager Franchise Agreement (except in connection with a replacement thereof in accordance with clauses (i) or (ii) above), (iv) increase or consent to the increase of its interest the amount of any fees or other charges under the related Management Agreement or any Franchise Agreement, or (ivv) otherwise modify, change, supplement, alter or amend, or waive or release any of its material rights and remedies under, the Management Agreement or any Franchise Agreement in any material respect. In connection with the replacement of Manager with a Qualified Manager, the execution of a Replacement Franchise Agreement or the replacement of Franchisor with a Qualified Franchisor, Borrower or Operating Lessee shall execute and cause Qualified Manager to execute an assignment of management agreement, non-disturbance, attornment and subordination of management fees in form and substance reasonably acceptable Lender, and Borrower or Operating Lessee shall execute and cause Qualified Franchisor to execute franchise agreement comfort letter in form and substance reasonably acceptable Lender. (b) In the event that the Management Agreement expires or is terminated, Borrower or Operating Lessee shall promptly enter into a Replacement Management Agreement with a Qualified Manager. In the event that the Franchise Agreement expires or is terminated, Borrower or Operating Lessee shall promptly enter into a Replacement Franchise Agreement. (c) Upon the occurrence and during the continuation of an Event of Default, Borrower and Operating Lessee shall not exercise any rights, make any decisions, grant any approvals or otherwise take any action under any the Management Agreement, in each case Agreement or the Franchise Agreement without the express prior consent of Lender, which consent shall not may be unreasonably withheldgranted, conditioned or delayed; provided, however, with respect to the appointment of a new manager, such consent may be conditioned upon Borrower delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new manager and evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result withheld in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtained. If at any time Lender consents to the appointment of a new manager, such new manager and Owner shall, as a condition of Lender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, and (ii) a subordination of management agreement in a form reasonably acceptable to Lendersole discretion. (b) Notwithstanding anything contrary in the Loan Documents (and without limiting Borrower’s right to replace (or cause Owner to replace) a Manager with Lender’s consent pursuant to clause (a) above), Borrower shall have a one-time right in connection with an Assumption, to cause Owner to replace one or more Managers with one or more Scheduled Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation provided that each of the following conditions shall have been satisfied provided, however, that Borrower may, on the closing date of the applicable Assumption, (A) replace any Franchise Agreement by a new Franchise Agreement in accordance with Section 4.34 hereof and/or (B) replace any Franchise Agreement with a new Franchise Agreement with the same Franchisor under, and in a form and on the terms, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) shall not apply with respect to any Franchisor or Franchise Agreement for which Lender has received confirmation that the related Scheduled Manager is acceptable to such Franchisor or otherwise permitted by such replacement Franchise Agreement: (i) Lender shall have received written notice of the intended replacement(s) not less than thirty (30) days prior to the date(s) on which such proposed replacement(s) are to occur; (ii) Such notice shall identify each Scheduled Manager (including each subcontracted Scheduled Manager engaged by ARC Hospitality) with whom Owner intends to replace each applicable Manager, and as of the date of giving such notice and as of the effective date of such replacement, (x) no such Scheduled Manager shall be subject to any bankruptcy or similar insolvency proceeding, and (y) there shall have been no material adverse change in the condition of any such Scheduled Manager, financial and otherwise, since the Closing Date; provided, however, that the replacement property management company identified by Borrower (or by Owner) shall be a “Scheduled Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by such Scheduled Manager pursuant to a Management Agreement as of the Closing Date, if any, and (B) such additional Individual Properties (i.e., Individual Properties not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not to exceed seventy-five (75%) of the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (and shall not be required to be satisfied by ARC Hospitality) and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iii) Each Scheduled Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality shall enter into one or more new Management Agreements, which agreements shall (A) not provide for Base Management Fees in excess of three percent (3.0%) of the monthly Adjusted Operating Income for the Individual Properties managed by such Scheduled Manager (or ARC Hospitality, if applicable), and not provide for Incentive Management Fees or other compensation in excess of the market rates for such fees and other compensation, and (B) otherwise be on terms and conditions approved by Lender (which approval will not be unreasonably withheld, conditioned or delayed); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Manager and the applicable Individual Owner that exist as of the Closing Date shall be deemed to be approved by Lender (the “Pre-Approved Revisions” shall mean a term of one year, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior to the expiration of the then-current one year term);

Prohibition Against Termination or Modification. (a) Except as set forth in clause(b) below, neither Borrower shall not nor Leasehold Pledgor shall, and shall not nor permit Owner or Operating Lessee, to (i) surrender, terminate, cancel, materially modify, renew or extend any Management AgreementAgreement (other than a renewal or extension of a Management Agreement in accordance with its terms), (ii) enter into any other agreement relating to the management or operation of any Individual Property with any Manager or any other Person, (iii) consent to the assignment by any Manager of its interest under the related Management Agreement, or (iv) waive or release any of its material rights and remedies under any Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, with respect to the appointment of a new manager, such consent may be conditioned upon Borrower or Leasehold Pledgor delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new manager and evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtained. If at any time Lender consents to the appointment of a new manager, such new manager and Owner and Operating Lessee shall, as a condition of Lender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, and (ii) a subordination of management agreement in a form reasonably acceptable to Lender. (b) Notwithstanding anything to the contrary herein or in the other Loan Documents (and without limiting Borrower’s and Leasehold Pledgor’s right to replace (or cause Owner or Operating Lessee to replace) a Manager with Lender’s consent pursuant to clause (a) above), Borrower and Leasehold Pledgor shall have a one-time the right in connection with an Assumption, to cause Owner or Operating Lessee to replace one or more Managers with one or more Scheduled Qualified Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation provided that each of the following conditions shall have been satisfied provided, however, that Borrower may, on the closing date of the applicable Assumption, (A) replace any Franchise Agreement by a new Franchise Agreement in accordance with Section 4.34 hereof and/or (B) replace any Franchise Agreement with a new Franchise Agreement with the same Franchisor under, and in a form and on the terms, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) shall not apply with respect to any Franchisor or Franchise Agreement for which Lender has received confirmation that the related Scheduled Manager is acceptable to such Franchisor or otherwise permitted by such replacement Franchise Agreementsatisfied: (i) Lender shall have received written notice of the intended replacement(s) not less than thirty fifteen (3015) days prior to the date(s) on which such proposed replacement(s) are to occur; (ii) As of the date of giving such notice and as of the effective date of such replacement no Event of Default shall have occurred and be continuing; (iii) Such notice shall identify each Scheduled the Individual Property as to which Owner wishes to replace the Manager (including each subcontracted Scheduled and the Qualified Manager engaged by ARC Hospitality) with whom Owner or Operating Lessee intends to replace each the applicable Manager, Manager and as of the date of giving such notice and as of the effective date of such replacement, (x) no such Scheduled Qualified Manager shall be subject to any bankruptcy or similar insolvency proceeding, and (y) there shall have been no material adverse change in the condition of any such Scheduled Qualified Manager, financial and otherwise, since the Closing Date; provided, however, that the replacement property management company identified by Borrower (or by Owner) Owner shall be a “Scheduled Qualified Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by if such Scheduled Manager pursuant to a Management Agreement as of the Closing Date, if any, and (B) such additional Individual Properties (i.e., Individual Properties replacement property company does not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not to exceed manage more than seventy-five percent (75%) of the total number of keys (including of the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (and shall not be required to be satisfied by ARC Hospitality) and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iiiiv) Each Scheduled Qualified Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality or Leasehold Pledgor shall enter into one or more new Management Agreements, which agreements shall (A) not provide for Base Management Fees in excess of three percent (3.0%) of the monthly Adjusted Operating Income for the Individual Properties managed by such Scheduled Qualified Manager (or ARC Hospitality, if applicable)unless otherwise reasonably agreed by Lender in writing, and not provide for Incentive Management Fees or other compensation in excess of the market rates for such fees and other compensation, and (B) otherwise be on terms and conditions approved by Lender (which approval will not be unreasonably withheld, conditioned or delayed); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Qualified Manager and the applicable Individual Owner or Operating Lessee that exist as of the Closing Date shall be deemed to be approved by Lender; (v) Lender shall have received evidence reasonably satisfactory to it (which may be in the form of an Officer’s Certificate) that such replacement(s) of such Manager(s) are not prohibited by and would not permit the applicable Franchisor or the applicable Ground Lessor to terminate any Franchise Agreement or Ground Lease, and will not result in or cause any breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of such Manager(s) have been obtained; (vi) Concurrently with such replacement(s), Borrower or Leasehold Pledgor shall have caused Owner or Operating Lessee to pay (or escrow in accordance with the terms of the Management Agreement(s) being replaced), any termination or transition costs and expenses, termination fees or their equivalent, to which any Manager being replaced is entitled under its Management Agreement; and (vii) Each such Qualified Manager shall enter into an assignment of management agreement and subordination of management fees which either is (A) in form and substance substantially the same as the assignment of management agreement and subordination of management fees entered into by any Qualified Manager on the Closing Date or (B) in form and substance approved by Lender (the “Pre-Approved Revisions” shall mean a term of one yearwhich approval will not be unreasonably withheld, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior to the expiration of the then-current one year termconditioned or delayed);. -84- Mezzanine Loan Agreement

Prohibition Against Termination or Modification. (a) Except as set forth in clause(b) below, neither Borrower shall not nor Leasehold Pledgor shall, and shall not nor permit Owner or Operating Lessee, to (i) surrender, terminate, cancel, materially modify, renew or extend any Management AgreementAgreement (other than a renewal or extension of a Management Agreement in accordance with its terms), (ii) enter into any other agreement relating to the management or operation of any Individual Property with any Manager or any other Person, (iii) consent to the assignment by any Manager of its interest under the related Management Agreement, or (iv) waive or release any of its material rights and remedies under any Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, with respect to the appointment of a new manager, such consent may be conditioned upon Borrower or Leasehold Pledgor delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new manager and evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtained. If at any time Lender consents to the appointment of a new manager, such new manager and Owner and Operating Lessee shall, as a condition of Lender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, and (ii) a subordination of management agreement in a form reasonably acceptable to Lender. (b) Notwithstanding anything to the contrary herein or in the other Loan Documents (and without limiting Borrower’s and Leasehold Pledgor’s right to replace (or cause Owner or Operating Lessee to replace) a Manager with Lender’s consent pursuant to clause (a) above), Borrower and Leasehold Pledgor shall have a one-time the right in connection with an Assumption, to cause Owner or Operating Lessee to replace one or more Managers with one or more Scheduled Qualified Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation provided that each of the following conditions shall have been satisfied provided, however, that Borrower may, on the closing date of the applicable Assumption, (A) replace any Franchise Agreement by a new Franchise Agreement in accordance with Section 4.34 hereof and/or (B) replace any Franchise Agreement with a new Franchise Agreement with the same Franchisor under, and in a form and on the terms, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) shall not apply with respect to any Franchisor or Franchise Agreement for which Lender has received confirmation that the related Scheduled Manager is acceptable to such Franchisor or otherwise permitted by such replacement Franchise Agreementsatisfied: (i) Lender shall have received written notice of the intended replacement(s) not less than thirty fifteen (3015) days prior to the date(s) on which such proposed replacement(s) are to occur; (ii) As of the date of giving such notice and as of the effective date of such replacement no Event of Default shall have occurred and be continuing; (iii) Such notice shall identify each Scheduled the Individual Property as to which Owner wishes to replace the Manager (including each subcontracted Scheduled and the Qualified Manager engaged by ARC Hospitality) with whom Owner or Operating Lessee intends to replace each the applicable Manager, Manager and as of the date of giving such notice and as of the effective date of such replacement, (x) no such Scheduled Qualified Manager shall be subject to any bankruptcy or similar insolvency proceeding, and (y) there shall have been no material adverse change in the condition of any such Scheduled Qualified Manager, financial and otherwise, since the Closing Date; provided, however, that the replacement property management company identified by Borrower (or by Owner) Owner shall be a “Scheduled Qualified Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by if such Scheduled Manager pursuant to a Management Agreement as of the Closing Date, if any, and (B) such additional Individual Properties (i.e., Individual Properties replacement property company does not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not to exceed manage more than seventy-five percent (75%) of the total number of keys (including of the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (and shall not be required to be satisfied by ARC Hospitality) and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iiiiv) Each Scheduled Qualified Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality or Leasehold Pledgor shall enter into one or more new Management Agreements, which agreements shall (A) not provide for Base Management Fees in excess of three percent (3.0%) of the monthly Adjusted Operating Income for the Individual Properties managed by such Scheduled Qualified Manager (or ARC Hospitality, if applicable), and not provide for Incentive Management Fees or other compensation unless otherwise reasonably agreed by Lender in excess of the market rates for such fees and other compensationwriting, and (B) otherwise be on terms and conditions approved by Lender (which approval will not be unreasonably withheld, conditioned or delayed); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Qualified Manager and the applicable Individual Owner or Operating Lessee that exist as of the Closing Date shall be deemed to be approved by Lender; (v) Lender shall have received evidence reasonably satisfactory to it (which may be in the form of an Officer’s Certificate) that such replacement(s) of such Manager(s) are not prohibited by and would not permit the applicable Franchisor to terminate any Franchise Agreement, and will not result in or cause any breach or default under any Franchise Agreement to the extent such violation, breach or default (with or without the passage of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement to the replacement of such Manager(s) have been obtained; (vi) Concurrently with such replacement(s), Borrower or Leasehold Pledgor shall have caused Owner or Operating Lessee to pay (or escrow in accordance with the terms of the Management Agreement(s) being replaced), any termination or transition costs and expenses, termination fees or their equivalent, to which any Manager being replaced is entitled under its Management Agreement; and (vii) Each such Qualified Manager shall enter into an assignment of management agreement and subordination of management fees which either is (A) in form and substance substantially the same as the assignment of management agreement and subordination of management fees entered into by any Qualified Manager on the Closing Date or (B) in form and substance approved by Lender (the “Pre-Approved Revisions” shall mean a term of one yearwhich approval will not be unreasonably withheld, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior to the expiration of the then-current one year termconditioned or delayed);.

Prohibition Against Termination or Modification. No Borrower shall, or shall permit or cause Operating Lessee to, (a) Borrower shall not and shall not permit Owner to (i) surrender, terminate, cancel, materially modify, renew or extend any Management Agreement, (iib) enter into any other agreement relating to the management or Pool 2 operation of any Individual Property with any Manager or any other Person, (iiic) consent to the assignment by any Manager of its interest under the related any Management Agreement, or (ivd) waive or release any of its material rights and remedies under any Management Agreement, in each case without the express written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that with respect to the appointment of a new manager, such consent may be conditioned upon Borrower Borrowers delivering to Lender a Rating Agency Confirmation from each the applicable Rating Agency Agencies as to such new manager and evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtainedmanagement agreement. If at any time Lender consents to the appointment of a new manager, such new manager manager, the applicable Borrower or Borrowers and Owner Operating Lessee shall, as a condition of Lender’s consent, execute an assignment and subordination of management agreement in the form then used by Lender. Notwithstanding the foregoing, without the prior consent of Lender, (i) a management agreement in form and substance reasonably acceptable Borrower or Operating Lessee shall have the right upon the expiration of any Management Agreement to Lenderrenew such Management Agreement or to include the applicable Property under the existing Management Agreement with Remington Lodging & Hospitality, L.P., and (ii) a subordination if the applicable Borrower or Operating Lessee is permitted pursuant to the terms of management agreement in a form reasonably acceptable any Management Agreement to Lender. (b) Notwithstanding anything contrary in terminate such Management Agreement, the Loan Documents (and without limiting Borrower’s applicable Borrower or Operating Lessee shall have the right to replace (or cause Owner to replace) a Manager exercise such right of termination and include the applicable Property under the existing Management Agreement with Lender’s consent pursuant to clause (a) above)Remington Lodging & Hospitality, Borrower shall have a one-time right in connection with an AssumptionL.P., to cause Owner to replace one or more Managers with one or more Scheduled Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation provided that each of the following conditions shall have been satisfied provided, however, that Borrower may, on the closing date of the applicable Assumption, in either case: (A) replace any Franchise in the case of renewal, such renewed Management Agreement by a new Franchise is on the same form and contains the same terms and provisions as the expiring Management Agreement or is otherwise acceptable to Lender in accordance with Section 4.34 hereof and/or its reasonable discretion, (B) replace any Franchise Agreement with a new Franchise Agreement with the same Franchisor under, and in a form and on the terms, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) shall not apply with respect to any Franchisor Borrower or Franchise Agreement for which Lender has received confirmation that the related Scheduled Manager is acceptable to such Franchisor or otherwise permitted by such replacement Franchise Agreement: (i) Lender shall have received Operating Lessee provides written notice to Lender of the intended replacement(s) such renewed Management Agreement or engagement of Remington Lodging & Hospitality, L.P. not less than thirty (30) days prior to the date(s) date on which such proposed replacement(s) are to occur; (ii) Such the applicable Management Agreement shall expire or shall be terminated, as the case may be, which notice shall identify each Scheduled Manager (including each subcontracted Scheduled Manager engaged by ARC Hospitality) with whom Owner intends to replace each applicable Manager, and as include either a copy of the date of giving such notice and as proposed renewed Management Agreement (blacklined to the expiring Management Agreement if on the same form) or the amendment of the effective date of such replacementexisting Management Agreement with Remington Lodging & Hospitality, L.P. to include the applicable Property, as the case may be, (xC) no such Scheduled the applicable Borrower, Operating Lessee and the applicable Manager shall be subject execute and deliver to any bankruptcy Lender an assignment and subordination of management agreement in the same form as the Assignment of Management Agreement executed in connection with the Management Agreement that is expiring or similar insolvency proceedingbeing terminated, and (yD) there shall have been no material adverse change in if any licenses or permits required to operate the condition of any such Scheduled Manager, financial and otherwise, since related Property as a hotel are held by the Closing Date; provided, however, that Manager under the replacement property management company identified by Borrower (or by Owner) shall be a “Scheduled Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by such Scheduled Manager pursuant to a Management Agreement as of that is expiring or being terminated, the Closing Date, if any, applicable Borrower and/or Operating Lessee shall deliver to Lender evidence reasonably acceptable to Lender that such licenses and (B) such additional Individual Properties (i.e., Individual Properties not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not to exceed seventy-five (75%) of the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (permits are and shall not be required to be satisfied by ARC Hospitality) remain in full force and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iii) Each Scheduled Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality shall enter into one or more new Management Agreements, which agreements shall (A) not provide for Base Management Fees in excess of three percent (3.0%) of the monthly Adjusted Operating Income for the Individual Properties managed by such Scheduled Manager (or ARC Hospitality, if applicable), and not provide for Incentive Management Fees or other compensation in excess of the market rates for such fees and other compensation, and (B) otherwise be on terms and conditions approved by Lender (which approval will not be unreasonably withheld, conditioned or delayed); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Manager and the applicable Individual Owner that exist as of the Closing Date shall be deemed to be approved by Lender (the “Pre-Approved Revisions” shall mean a term of one year, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior to the expiration of the then-current one year term);effect.

Prohibition Against Termination or Modification. (a) Except as set forth in clause (b) below, neither Borrower nor Leasehold Pledgor shall not and shall not cause or permit Owner or Operating Lessee, to (i) surrender, terminate, cancel, materially modify, renew or extend any Management AgreementAgreement (other than a renewal or extension of a Management Agreement in accordance with its terms), (ii) enter into any other agreement relating to the management or operation of any Individual Property with any Manager or any other Person, (iii) consent to the assignment by any Manager of its interest under the related Management Agreement, or (iv) waive or release any of its material rights and remedies under any Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, with respect to the appointment of a new manager, such consent may be conditioned upon Borrower or Leasehold Pledgor delivering to Lender a Rating Agency Confirmation from each applicable Rating Agency as to such new manager and evidence that such replacement will not violate or cause a breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of Manager have been obtained. If at any time Lender consents to the appointment of a new manager, such new manager and Owner and Operating Lessee shall, as a condition of Lender’s consent, execute (i) a management agreement in form and substance reasonably acceptable to Lender, and (ii) a subordination of management agreement in a form reasonably acceptable to Lender. (b) Notwithstanding anything to the contrary herein or in the other Loan Documents (and without limiting Borrower’s and Leasehold Pledgor’s right to replace (or cause Owner or Operating Lessee to replace) a Manager with Lender’s consent pursuant to clause (a) above), Borrower and Leasehold Pledgor shall have a one-time the right in connection with an Assumption, to cause Owner or Operating Lessee to replace one or more Managers with one or more Scheduled Qualified Managers (provided that such Scheduled Manager may be American Realty Capital Hospitality Properties, LLC (“ARC Hospitality”)) if and only if ARC Hospitality subcontracts all of its management responsibilities to another Scheduled Manager) without Lender’s consent and without any Rating Agency Confirmation provided that each of the following conditions shall have been satisfied provided, however, that Borrower may, on the closing date of the applicable Assumption, (A) replace any Franchise Agreement by a new Franchise Agreement in accordance with Section 4.34 hereof and/or (B) replace any Franchise Agreement with a new Franchise Agreement with the same Franchisor under, and in a form and on the terms, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the applicable Assumption, in which case, this clause (iv) shall not apply with respect to any Franchisor or Franchise Agreement for which Lender has received confirmation that the related Scheduled Manager is acceptable to such Franchisor or otherwise permitted by such replacement Franchise Agreementsatisfied: (i) Lender shall have received written notice of the intended replacement(s) not less than thirty fifteen (3015) days prior to the date(s) on which such proposed replacement(s) are to occur; (ii) As of the date of giving such notice and as of the effective date of such replacement no Event of Default shall have occurred and be continuing; (iii) Such notice shall identify each Scheduled the Individual Property as to which Owner wishes to replace the Manager (including each subcontracted Scheduled and the Qualified Manager engaged by ARC Hospitality) with whom Owner or Operating Lessee intends to replace each the applicable Manager, Manager and as of the date of giving such notice and as of the effective date of such replacement, (x) no such Scheduled Qualified Manager shall be subject to any bankruptcy or similar insolvency proceeding, and (y) there shall have been no material adverse change in the condition of any such Scheduled Qualified Manager, financial and otherwise, since the Closing Date; provided, however, that the replacement property management company identified by Borrower (or by Owner) Owner shall be a “Scheduled Qualified Manager” for purposes of this subsection (b) only with respect to (A) those Individual Properties managed by if such Scheduled Manager pursuant to a Management Agreement as of the Closing Date, if any, and (B) such additional Individual Properties (i.e., Individual Properties replacement property company does not managed by such property management company as of the Closing Date), measured by the number of keys of such additional Individual Properties, not to exceed manage more than seventy-five percent (75%) of the total number of keys (including of the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property management company as of the Closing Date; and provided further that if ARC Hospitality is the replacement Manager, (1) the foregoing criteria in clauses (A) and (B) shall be satisfied by the Scheduled Manager to whom ARC Hospitality subcontracts all of its management responsibilities (and shall not be required to be satisfied by ARC Hospitality) and (2) if such subcontracted Scheduled Manager is Crestline Hotels & Resorts, Inc., then the number of additional Individual Properties for which such property manager may become a Scheduled Manager under clause (B) above shall be recalculated as of the first day of each calendar month, and shall equal seventy-five (75%) of the sum of (I) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) managed by such property manager as of the Closing Date, plus (II) the total number of keys (including the Individual Properties and all other hotel properties not constituting Individual Properties) for which such property manager was engaged to manage after the Closing Date and has continued to manage for no less than six (6) consecutive months thereafter; (iiiiv) Each Scheduled Qualified Manager identified by Borrower (including each subcontracted Scheduled Manager engaged by ARC Hospitality or Leasehold Pledgor shall enter into one or more new Management Agreements, which agreements shall (A) not provide for Base Management Fees in excess of three percent (3.0%) of the monthly Adjusted Operating Income for the Individual Properties managed by such Scheduled Qualified Manager (or ARC Hospitality, if applicable), and not provide for Incentive Management Fees or other compensation unless otherwise reasonably agreed by Lender in excess of the market rates for such fees and other compensationwriting, and (B) otherwise be on terms and conditions approved by Lender (which approval will not be unreasonably withheld, conditioned or delayed); provided that any new Management Agreement which satisfies clause (A) above and is in form and substance substantially the same (other than the Pre-Approved Revisions, as defined below) as any existing Management Agreement by and between a Scheduled Qualified Manager and the applicable Individual Owner or Operating Lessee that exist as of the Closing Date shall be deemed to be approved by Lender; (v) Lender shall have received evidence reasonably satisfactory to it (which may be in the form of an Officer’s Certificate) that such replacement(s) of such Manager(s) are not prohibited by and would not permit the applicable Franchisor or the applicable Ground Lessor to terminate any Franchise Agreement or Ground Lease, and will not result in or cause any breach or default under any Franchise Agreement or Ground Lease to the extent such violation, breach or default (with or without the passage of time) would result in an Event of Default, and that any approvals required under any Franchise Agreement or Ground Lease to the replacement of such Manager(s) have been obtained; (vi) Concurrently with such replacement(s), Borrower or Leasehold Pledgor shall have caused Owner or Operating Lessee to pay (or escrow in accordance with the terms of the Management Agreement(s) being replaced), any termination or transition costs and expenses, termination fees or their equivalent, to which any Manager being replaced is entitled under its Management Agreement; and (vii) Each such Qualified Manager shall enter into an assignment of management agreement and subordination of management fees which either is (A) in form and substance substantially the same as the assignment of management agreement and subordination of management fees entered into by any Qualified Manager on the Closing Date or (B) in form and substance approved by Lender (the “Pre-Approved Revisions” shall mean a term of one yearwhich approval will not be unreasonably withheld, with automatic one year renewals unless otherwise terminated by either party upon thirty (30) days’ notice prior to the expiration of the then-current one year termconditioned or delayed);.