Common use of Property Management Clause in Contracts

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware, (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement, and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If any one or more of the following events occurs: (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y).

Property Management. (a) Borrower shall cause Operating Lessee to (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower and Operating Lessee under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower or Operating Lessee receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of any Individual Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) unless managed by a Brand Manager, Lender has accelerated the occurrence Loan as a result of an Event of Default, Default hereunder; (iiiii) Manager shall be in material a default has occurred and is continuing under the Management Agreement beyond any applicable after the expiration of all notice and cure period periods contained thereunder; or (including as a result of any iv) Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds), Borrower shall or shall cause Operating Lessee to, at the request of Lender and if permitted pursuant to the terms of the Management Agreement or any other agreement of Manager, terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with a Qualified Manager pursuant to a Replacement Management Agreement. (c) Borrower shall not permit Operating Lessee to, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) except as provided in clause (e) below, surrender, terminate or cancel, or consent to the surrender, termination or cancellation of, the Management Agreement or replace Manager or enter into any other management agreement with respect to any Individual Property; (ii) consent to the assignment by Manager of its interest under the Management Agreement except to a Qualified Manager or (iii) if such action could reasonably be expected to have a Material Adverse Effect, (1) reduce or consent to the reduction of the term of the Management Agreement; (2) increase or consent to the increase of the amount of any charges under the Management Agreement; or (3) otherwise modify, change, supplement, alter or amend, or waive or release any of the terms and conditions under, the Management Agreement in any material respect. In the event that Borrower or Operating Lessee replaces Manager at any time during the term of Loan pursuant to this subsection, such Manager shall become insolvent be deemed to be a Qualified Manager. (d) Each request by Borrower for approval and consent by Lender pursuant to this Section 5.14 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a debtor withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.14(d), but Borrower shall pay any bankruptcy or insolvency proceedingout-of-pocket costs and expenses incurred by Lender. (e) Notwithstanding the foregoing, then Lender provided no Event of Default is continuing, Borrower and/or Operating Lessee shall have the right, and the right to require Borrower permit Manager, without the prior written approval of Lender (but upon prior written notice to replace the Manager and enter into Lender), to terminate a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not at an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by LenderIndividual Property; provided, that such approval however, it shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described an Event of Default hereunder in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person event that within sixty (60) days of Lender’s demand the termination of such Management Agreement (i) Borrower shall have failed (or shall have failed to replace cause Operating Lessee in the Managercase of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Management Agreement or (2) cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Management Agreement, then which cash shall be held and distributed in accordance with the terms of Section 9.9 hereof and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender may choose that a Replacement Management Agreement is in full force and effect at the replacement property manager provided that such replacement property manager applicable Individual Property; provided, however, (1) if the terminated Management Agreement was with a Brand Manager (for which no separate Franchise Agreement existed), and the Replacement Management Agreement is with a Qualified Manager that is not a Brand Manager, Borrower or satisfies Operating Lessee, as applicable, shall deliver evidence to Lender that it or Operating Lessee has entered into a Replacement Franchise Agreement within such sixty (60) day period and (2) if a Franchise Agreement for the conditions set forth in applicable Individual Property exists, and the foregoing clause Replacement Management Agreement is with a Brand Manager for which no separate Franchise Agreement is required by such Brand Manager, Borrower or Operating Lessee, as applicable, shall deliver evidence to Lender that it or Operating Lessee has terminated the existing Franchise Agreement within such sixty (y)60) day period.

Property Management. (a) Borrower shall cause Mortgage Borrower to cause Operating Lessee to (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Mortgage Borrower and Operating Lessee under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Mortgage Borrower or Operating Lessee receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of any Individual Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, if at any one or more of the following events occurs: time, (i) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) unless managed by a Brand Manager, Lender has accelerated the occurrence Loan as a result of an Event of Default, Default hereunder; (iiiii) Manager shall be in material a default has occurred and is continuing under the Management Agreement beyond any applicable after the expiration of all notice and cure period periods contained thereunder, or (including as a result of any iv) Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds, Borrower shall, at the request of Lender and if permitted pursuant to the terms of the Management Agreement or any other agreement of Manager, cause Mortgage Borrower to cause Operating Lessee to terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with a Qualified Manager pursuant to a Replacement Management Agreement. (c) Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed), permit Mortgage Borrower to permit Operating Lessee to: (i) except as provided in clause (e) below, surrender, terminate or cancel, or consent to the surrender, termination or cancellation of, the Management Agreement or replace Manager or enter into any other management agreement with respect to any Individual Property; (ii) consent to the assignment by Manager of its interest under the Management Agreement except to a Qualified Manager or (iii) if such action could reasonably be expected to have a Material Adverse Effect, (1) reduce or consent to the reduction of the term of the Management Agreement; (2) increase or consent to the increase of the amount of any charges under the Management Agreement; or (3) otherwise modify, change, supplement, alter or amend, or waive or release any of the terms and conditions under, the Management Agreement in any material respect. In the event that Borrower or Mortgage Borrower or Operating Lessee replaces Manager at any time during the term of Loan pursuant to this subsection, such Manager shall become insolvent be deemed to be a Qualified Manager. (d) Each request by Borrower for approval and consent by Lender pursuant to this Section 5.14 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a debtor withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.14(d), but Borrower shall pay any bankruptcy or insolvency proceedingout-of-pocket costs and expenses incurred by Lender. (e) Notwithstanding the foregoing, then Lender provided no Event of Default is continuing, Borrower shall have the right to require cause Mortgage Borrower to replace cause Operating Lessee, and the Manager and enter into right to permit Manager, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not at an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by LenderIndividual Property; provided, that such approval however, it shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described an Event of Default hereunder in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person event that within sixty (60) days of Lender’s demand the termination of such Management Agreement (i) Borrower shall have failed (or shall have failed to replace cause Mortgage Borrower or Operating Lessee in the Managercase of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Management Agreement or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Management Agreement, then which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender may choose that a Replacement Management Agreement is in full force and effect at the replacement property manager provided that such replacement property manager applicable Individual Property; provided, however, (1) if the terminated Management Agreement was with a Brand Manager (for which no separate Franchise Agreement existed), and the Replacement Management Agreement is with a Qualified Manager that is not a Brand Manager or satisfies Borrower, shall deliver evidence to Lender that Mortgage Borrower or Operating Lessee has entered into a Replacement Franchise Agreement within such sixty (60) day period and (2) if a Franchise Agreement for the conditions set forth in applicable Individual Property exists, and the foregoing clause Replacement Management Agreement is with a Brand Manager for which no separate Franchise Agreement is required by such Brand Manager or Borrower, shall deliver evidence to Lender that Mortgage Borrower or Operating Lessee has terminated the existing Franchise Agreement within such sixty (y)60) day period.

Property Management. (a) The Borrower agrees that at all times the Project shall be managed by a property manager (i) cause approved by the Issuer in its reasonable discretion and (ii) who has at least three years’ experience in the ownership, operation and management of similar size rental housing projects, and at least one year’s experience in the ownership, operation and management of rental housing projects containing below-market-rate units, without any record of material violations of discrimination restrictions or other state or federal laws or regulations or local governmental requirements applicable to such projects (the “Manager”). The Borrower shall submit to the Issuer from time to time such information about the background, experience and financial condition of any existing or proposed Manager as the Issuer may reasonably require to determine whether such Manager meets the requirements for a Manager set forth herein. The Issuer reserves the right to conduct periodic reviews of the management practices and of the Manager to manage determine if the Properties Project is being operated and managed in accordance with the Management requirements and standards of this Agreement, (ii) diligently perform and observe all of . The Borrower agrees to cooperate with the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware, (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement, and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement Issuer in a commercially reasonable mannersuch reviews. If Borrower shall default the Issuer determines in its reasonable judgment that the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, Project is not being operated and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and managed in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection accordance with the Transfer of a Property or the termination of the Management Agreement. (b) If any one or more of the following events occurs: (i) material requirements or standards of this Agreement, the occurrence of an Event of Default, (ii) Manager shall be in material default under Issuer may deliver notice to the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; providedthe Bondowner Representative requesting replacement of the Manager, that which notice shall state clearly the reasons for such request. The Borrower agrees that, upon receipt of such notice, it shall within 60 days submit to the Issuer, with a copy to the Bondowner Representative, a proposal to engage a new Manager meeting the requirements of this Section 28. Each of the Issuer and the Bondowner Representative shall respond within 30 days to such proposal or such approval shall be conditioned upon deemed given. Upon receipt of such consent or deemed consent, the Borrower delivering a Rating Agency Confirmation as to such property managershall within 60 days terminate the existing Manager’s engagement and engage the new Manager. If such proposal is denied by either the Issuer or the Bondowner Representative, the Borrower fails agrees that upon receipt of notice of such denial, it shall within 60 days submit to select the Issuer, with copies to the Bondowner Representative, a proposal to engage another new Qualified Manager meeting the requirements of this Section 28, subject to the Issuer’s and Bondowner Representative’s consent or deemed consent pursuant to the terms hereof. Notwithstanding any other provision of this Section 28 to the contrary, the Bondowner Representative may at any time by written instruction to the Issuer and the Borrower deny the Issuer’s request for a replacement Manager and direct that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified existing Manager or satisfies the conditions set forth in the foregoing clause (y)be retained.

Property Management. (a) Borrower shall cause Senior Mezzanine Borrower to cause Mortgage Borrower to cause Operating Lessee to (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Mortgage Borrower and Operating Lessee under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Mortgage Borrower or Operating Lessee receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of any Individual Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If Subject to the rights of Mortgage Lender and Senior Mezzanine Lender under the Mortgage Loan Documents and Senior Mezzanine Loan Documents, respectively, if at any one or more of the following events occurs: time, (i) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) unless managed by a Brand Manager, Lender has accelerated the occurrence Loan as a result of an Event of Default, Default hereunder; (iiiii) Manager shall be in material a default has occurred and is continuing under the Management Agreement beyond any applicable after the expiration of all notice and cure period periods contained thereunder, or (including as a result of any iv) Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds, Borrower shall, at the request of Lender and if permitted pursuant to the terms of the Management Agreement or any other agreement of Manager, cause Senior Mezzanine Borrower to cause Mortgage Borrower to cause Operating Lessee to terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with a Qualified Manager pursuant to a Replacement Management Agreement. (c) Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed), permit Senior Mezzanine Borrower to permit Mortgage Borrower to permit Operating Lessee to: (i) except as provided in clause (e) below, surrender, terminate or cancel, or consent to the surrender, termination or cancellation of, the Management Agreement or replace Manager or enter into any other management agreement with respect to any Individual Property; (ii) consent to the assignment by Manager of its interest under the Management Agreement except to a Qualified Manager or (iii) if such action could reasonably be expected to have a Material Adverse Effect, (1) reduce or consent to the reduction of the term of the Management Agreement; (2) increase or consent to the increase of the amount of any charges under the Management Agreement; or (3) otherwise modify, change, supplement, alter or amend, or waive or release any of the terms and conditions under, the Management Agreement in any material respect. In the event that Borrower, Mortgage Borrower, Senior Mezzanine Borrower or Operating Lessee replaces Manager at any time during the term of Loan pursuant to this subsection, such Manager shall become insolvent be deemed to be a Qualified Manager. (d) Each request by Borrower for approval and consent by Lender pursuant to this Section 5.14 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a debtor withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.14(d), but Borrower shall pay any bankruptcy or insolvency proceedingout-of-pocket costs and expenses incurred by Lender. (e) Notwithstanding the foregoing, then Lender provided no Event of Default is continuing, Borrower shall have the right to require cause Mortgage Borrower to replace cause Operating Lessee, and the Manager and enter into right to permit Manager, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not at an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by LenderIndividual Property; provided, that such approval however, it shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described an Event of Default hereunder in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person event that within sixty (60) days of Lender’s demand the termination of such Management Agreement (i) Borrower shall have failed (or shall have failed to replace cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the Managercase of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Management Agreement or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Management Agreement, then which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender may choose that a Replacement Management Agreement is in full force and effect at the replacement property manager provided that such replacement property manager applicable Individual Property; provided, however, (1) if the terminated Management Agreement was with a Brand Manager (for which no separate Franchise Agreement existed), and the Replacement Management Agreement is with a Qualified Manager that is not a Brand Manager or satisfies Borrower, shall deliver evidence to Lender that Mortgage Borrower or Operating Lessee has entered into a Replacement Franchise Agreement within such sixty (60) day period and (2) if a Franchise Agreement for the conditions set forth in applicable Individual Property exists, and the foregoing clause Replacement Management Agreement is with a Brand Manager for which no separate Franchise Agreement is required by such Brand Manager or Borrower, shall deliver evidence to Lender that Mortgage Borrower or Operating Lessee has terminated the existing Franchise Agreement within such sixty (y)60) day period.

Property Management. (a) Borrower shall use commercially reasonable efforts to (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe observe, in all material respects, all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and use commercially reasonable efforts to do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any written notice of default received by it Borrower under the Management Agreement, and ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of any Individual Property; (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) an Event of Default, Default has occurred and is continuing; (iiiii) Manager shall be in material a default has occurred and is continuing beyond any applicable cure period under the Management Agreement beyond any applicable notice and cure period Agreement, or (including as a result of any iv) Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds), Borrower shall, at the request of Lender, terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with a Qualified Manager on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (c) Manager may enter into sub-management agreements (and may modify and terminate each such agreement) at each Individual Property without notice to Lender or Lender approval so long as no Individual Borrower is a party to any such sub-management agreement and all obligations thereunder are solely between Manager and such sub-manager. (d) Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed) except as provided in the Management Agreement in the event of a default by the Manager thereunder: (i) surrender, terminate or cancel, or consent to the surrender, termination or cancellation of, the Management Agreement or replace Manager or enter into any other management agreement with respect to any Individual Property; (ii) consent to the assignment by Manager of its interest under the Management Agreement except to a Qualified Manager; (iii) reduce or consent to the reduction of the term of the Management Agreement; (iv) increase in any material respect, or consent to the increase of the amount of any management fees under the Management Agreement; or (v) otherwise modify, change, supplement, alter or amend, or waive or release any of the terms and conditions under, the Management Agreement in any material respect. In the event that Borrower replaces Manager at any time during the term of Loan pursuant to this subsection, such Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right be deemed to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) be a Qualified Manager selected by Manager. To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower that is not an Affiliate request for Lender consent under this Section 5.14(d) (other than a request under clause (ii) or clause (iv) hereof (if such increase shall exceed 3.0% of Borrower or (yeffective gross income)) another property manager chosen by Borrower and approved by Lender thereafter fails to respond, Lender; provided, that such ’s approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as deemed given with respect to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)matter for which approval was requested.

Property Management. At any time during the term of the Loan a Management Agreement exists with respect to any Individual Property: (ai) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) Borrower shall promptly notify Lender of any default under the any Management Agreement of which it is aware, ; (iviii) Borrower shall promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any written notice of default or other material written notice received by it Borrower under the any Management Agreement, ; (iv) Borrower shall promptly give notice to Lender of any written notice or other written information that Borrower receives which indicates that Manager is terminating any Management Agreement or that Manager is otherwise discontinuing its management of any Individual Property; and (v) Borrower shall promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement Agreement, including, without limitation, causing the Property to be operated, maintained and managed at all times in a commercially reasonable manner. If Borrower shall default in manner consistent with the performance or observance of any material termstandards for the operation, covenant or condition management and maintenance of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act Property as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and set forth in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any a bankruptcy or insolvency proceeding, (ii) an Event of Default has occurred and is continuing; or (iii) a material default by Manager has occurred and is continuing under any Management Agreement, at the written direction of Lender, Borrower shall terminate such Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with a Qualified Manager approved by Lender on terms and conditions reasonably satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then Lender prevailing market rates. (c) Borrower shall have not take the right following actions: (i) surrender, terminate or cancel any Management Agreement or otherwise replace Manager or enter into any other management agreement with respect to require the related Individual Property except as permitted by the terms of this Loan Agreement or any other Loan Document; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under any Management Agreement in any material respect. Borrower to shall not replace the Manager and enter into a Replacement Management Agreement at any time during the term of the Loan pursuant to this subsection with (x) a Qualified Manager selected by Borrower any Person that is not an Affiliate a Qualified Manager. (d) Borrower shall not pledge, transfer, assign, mortgage, encumber or allow to be encumbered, its interest in the Management Agreement or any interest therein except to Lender as provided in the Loan Documents. Without limiting the foregoing, and except to the extent permitted or required under this Agreement, Borrower shall not consent to any assignment by the Manager of the Manager’s interest in the Management Agreement or its rights and interests thereunder. (e) If during the term of the Loan Borrower or (y) another replaces Manager with a new property manager chosen by that is an Affiliated Manager, Borrower shall cause to be delivered to Lender an opinion as to non-consolidation issues between Borrower and approved by such Affiliated Manager, such opinion to be reasonably acceptable to Lender and the Rating Agencies. (f) Borrower shall obtain Lender; provided’s approval of any Management Agreement prior to Borrower entering into any such agreement, it being understood and agreed that the management fee for such approval replacement manager shall not exceed then prevailing market rates. Borrower shall cause any Management Agreement to be conditioned upon Borrower delivering a Rating Agency Confirmation as assigned to such property manager. If Borrower fails Lender and subordinated to select a new Qualified Manager or a replacement Manager that satisfies the conditions described Mortgage and the other Loan Documents pursuant to an assignment and subordination of management agreement substantially in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y).form attached hereto as Exhibit D.

Property Management. (a) Each Property has been, and as of the Funding Date will be, managed by Carveout Indemnitor. If at any time any Individual Borrower wishes to engage a third-party property manager (including any Affiliate of Borrower) to manage the applicable Property, Borrower must request and receive Lender’s approval of such proposed property manager and the proposed management agreement (Lender’s approval not to be unreasonably withheld) prior to engaging such proposed property manager. Lender may condition its approval of a proposed property manager and management agreement on such Individual Borrower’s and such proposed property manager’s execution and delivery of an assignment of management agreement and subordination of management fees in form and substance acceptable to Lender whereby, among other things, the proposed property manager agrees to subordinate payment of its management fees to the full and timely payment of the Obligations, and such Individual Borrower assigns to Lender all of Borrower’s rights under the proposed management agreement. (b) Borrower Parties shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the any Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware, (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement, and (v) promptly enforce the performance and observance of all of the covenants required Parties to be performed and observed and do all things necessary to preserve and to keep unimpaired its rights thereunder, and (ii) within three (3) Business Days following receipt, notify Lender of the giving of any notice by any Property Manager under the Management Agreement in to Borrower Parties of any default by a commercially reasonable manner. If Borrower shall default Party in the performance or observance of any material term, covenant or condition of the terms, covenants or conditions of any Management Agreement on the part of a Borrower Party to be performed or observedand observed and deliver to Lender a true copy of each such notice. (c) Without the prior written consent of Lender (such consent not to be unreasonably withheld if no Event of Default exists), then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing no Borrower from Party shall (i) surrender any of its Obligations hereunder or under the Management Agreement, Lender shall have (ii) consent to the rightassignment by the Property Manager of its rights, but shall be duties or obligations under no obligationany Management Agreement, to pay (iii) terminate or cancel any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination feesAgreement, or their equivalent in connection with the Transfer of a Property (iv) modify, change, supplement, alter or the termination of the amend any Management Agreement, either orally or in writing. (bd) If Any change in ownership or control of any one Property Manager shall be cause for Lender to re-approve such Property Manager and the applicable Management Agreement (such approval not to be unreasonably withheld if no Event of Default exists). (e) Borrower hereby assigns to Lender all the rights, privileges and prerogatives of Borrower in and under any Management Agreement (including the right to surrender any Management Agreement or more to terminate, cancel, modify, change, supplement, alter or amend any Management Agreement in any respect, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the following events occurs: prior consent of Lender shall be void and of no force and effect). (if) Upon the occurrence of an Event of Default, Lender may require, upon ten (10) Business Days prior written notice to Borrower, that Borrower select a Property Manager not affiliated with Borrower to manage each Property. If a Property Manager is so required by Lender, Borrower shall immediately seek to appoint a Property Manager acceptable to Lender (in the exercise of its reasonable discretion), which Property Manager shall (i) be a reputable management company having at least ten (10) years’ experience in the management of properties substantially similar to each Property and in the jurisdiction in which each Property is located, (ii) Manager shall not be paid management fees in material default under the Management Agreement beyond any applicable notice and cure period (including as a result excess of any gross negligencemarket fees, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with property management agreement in form and content acceptable to Lender (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall not to be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause unreasonably withheld), and (yiv) and enter into a Replacement Management Agreement subordination agreement with such Person within sixty (60) days of Lender in form and content reasonably required by Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y).

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that the Manager is terminating the Management Agreement or that the Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) an Event of Default has occurred and is continuing; or (iii) a default has occurred and is continuing after the expiration of any bankruptcy applicable cure periods under the Management Agreement, Borrower shall, at the request of Lender, terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with a Qualified Manager, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (c) In addition to the foregoing, in the event that Lender, in Lender's reasonable discretion, at any time prior to the termination of the Assignment of Management Agreement, determines that the Property is not being managed in accordance with generally accepted management practices for projects similarly situated, Lender may deliver written notice thereof to Borrower and the Manager, which notice shall specify with particularity the grounds for Lender's determination. If Lender reasonably determines that the conditions specified in Lender's notice are not remedied to Lender's reasonable satisfaction by Borrower or insolvency proceedingthe Manager within thirty (30) days from the date of such notice or that Borrower or the Manager have failed to diligently undertake correcting such conditions within such thirty (30) day period, then Lender shall have may direct Borrower to terminate the right to require Borrower Management Agreement and to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (d) Borrower that is shall not, without the prior written consent of Lender (which consent shall not an Affiliate be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel the Management Agreement or otherwise replace Manager or enter into any other management agreement with respect to the Property; (ii) reduce or consent to the reduction of Borrower the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (yiv) another property manager chosen by Borrower otherwise modify, change, supplement, alter or 27 amend, or waive or release any of its rights and approved by Lender; providedremedies under, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)any material respect.

Property Management. (a) Borrower shall cause Mortgage Borrower to (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Mortgage Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any a bankruptcy or insolvency proceeding, then Lender shall have (ii) an Event of Default has occurred and is continuing, or (iii) a default has occurred and is continuing beyond applicable cure periods under the right to require Management Agreement, Borrower shall, at the request of Lender, cause Mortgage Borrower to replace terminate the Management Agreement upon sixty (60) days prior notice to Manager and enter into a Replacement Management Agreement replace Manager with (x) a Qualified Manager selected reasonably approved by Borrower Lender in accordance with the terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (c) In addition to the foregoing, in the event that Lender, in Lender's reasonable discretion, at any time prior to the termination of the Subordination of Management Agreement, determines that the Property is not an Affiliate of being managed in accordance with generally accepted management practices for projects similarly situated, Lender may deliver written notice thereof to Borrower, Mortgage Borrower and Manager, which notice shall specify with particularity the grounds for Lender's determination. If Lender reasonably determines that the conditions specified in Lender's notice are not remedied to Lender's reasonable satisfaction by Borrower, Mortgage Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days from the date of Lender’s demand such notice or that Borrower or Manager have failed to diligently undertake correcting such conditions within such sixty (60) day period, Lender may direct Borrower to terminate the Management Agreement, provided Borrower has the right to do so pursuant to the terms of the Management Agreement, and to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is Manager with a Qualified Manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (d) Borrower shall not permit Mortgage Borrower, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or satisfies delayed) to (i) surrender, terminate or cancel the conditions set forth Management Agreement or otherwise replace Manager or enter into any other management agreement with respect to the Property; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect. In the foregoing clause (y)event that Borrower replaces Manager at any time during the term of Loan pursuant to this subsection, such Manager shall be a Qualified Manager.

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) an Event of Default has occurred and is continuing; or (iii) a default has occurred and is continuing after the expiration of any bankruptcy or insolvency proceedingapplicable cure periods under the Management Agreement, then Lender shall have Borrower shall, at the right request of Lender, terminate the Management Agreement upon thirty (30) days prior notice to require Borrower to replace the Manager and enter into a Replacement Management Agreement replace Manager with (x) a Qualified Manager selected by Borrower Manager, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (c) In addition to the foregoing, in the event that Lender, in Lender’s reasonable discretion, at any time prior to the termination of the Assignment of Management Agreement, determines that the Property is not an Affiliate of Borrower or (y) another property manager chosen by being managed in accordance with generally accepted management practices for projects similarly situated, Lender may deliver written notice thereof to Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose which notice shall specify with particularity the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y).grounds for Lender’s

Property Management. (a) Borrower shall not enter into any management agreements (iincluding, without limitation, a Management Agreement) cause Manager with a property management organization without the prior written consent of Lender (which consent may be conditioned upon, among other things, the delivery to manage Lender of an assignment and subordination of management agreement and consent of manager or similar agreement in form and substance reasonably acceptable to Lender among Lender, Borrower and any such new property management organization). If the Properties in accordance with the Property becomes subject to a Management Agreement, Borrower shall (iii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing (b) its management of the Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement Agreement. (c) If at any time after the Property becomes subject to a Management Agreement, (i) Manager shall become insolvent or a debtor in a commercially reasonable manner. If Borrower shall bankruptcy proceeding; (ii) an Event of Default has occurred and is continuing; (iii) a default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, has occurred and without waiving or releasing Borrower from any of its Obligations hereunder or is continuing under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. ; (b) If any one or more of the following events occurs: (i) the occurrence of an Event of Default, (iiiv) Manager shall be has engaged in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds); or (v) the Debt Service Coverage Ratio for any calendar quarter is less than 1.10 to 1.0, Borrower shall, at the request of Lender, terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with a Qualified Manager on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (d) In addition to the foregoing, in the event that Lender, in Lender's reasonable discretion, at any time after the Property becomes subject to a Management Agreement, but prior to the termination of any assignment and subordination of management agreement and consent of manager or similar agreement entered into pursuant to the terms of this Agreement, determines that the Property is not being managed in accordance with generally accepted management practices for projects similarly situated, Lender may deliver written notice thereof to Borrower and Manager, which notice shall specify with particularity the grounds for Lender's determination. If Lender reasonably determines that the conditions specified in Lender's notice are not remedied to Lender's reasonable satisfaction by Borrower or Manager within thirty (30) days from the date of such notice or that Borrower or Manager have failed to diligently undertake correcting such conditions within such thirty (30) day period, Lender may direct Borrower to terminate the Management Agreement and to replace Manager with a Qualified Manager on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (e) If the Property becomes subject to a Management Agreement, Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel, or consent to the surrender, termination or cancellation of, the Management Agreement or replace Manager or enter into any other management agreement with respect to the Property; (ii) consent to the assignment by Manager of its interest under the Management Agreement except to a Qualified Manager; (iii) reduce or consent to the reduction of the term of the Management Agreement; (iv) increase or consent to the increase of the amount of any charges under the Management Agreement; or (v) otherwise modify, change, supplement, alter or amend, or waive or release any of the terms and conditions under, the Management Agreement in any material respect. In the event that the Property becomes subject to a Management Agreement and Borrower thereafter replaces Manager at any time during the term of the Loan pursuant to this subsection, such Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right be deemed to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) be a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y).

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any a bankruptcy proceeding; (ii) an Event of Default has occurred and is continuing; or insolvency proceeding(iii) a default has occurred and is continuing beyond applicable cure periods under the Management Agreement, then Lender shall have Borrower shall, at the right request of Lender, terminate the Management Agreement upon sixty (60) days prior notice to require Borrower to replace the Manager and enter into a Replacement Management Agreement replace Manager with (x) a Qualified Manager selected reasonably approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (c) In addition to the foregoing, in the event that Lender, in Lender's reasonable discretion, at any time prior to the termination of the Assignment of Management Agreement, determines that the Property is not being managed in accordance with generally accepted management practices for projects similarly situated, Lender may deliver written notice thereof to Borrower and Manager, which notice shall specify with particularity the grounds for Lender's determination. If Lender reasonably determines that the conditions specified in Lender's notice are not remedied to Lender's reasonable satisfaction by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days from the date of Lender’s demand such notice or that Borrower or Manager have failed to diligently undertake correcting such conditions within such sixty (60) day period, Lender may direct Borrower to terminate the Management Agreement, provided Borrower has the right to do so pursuant to the terms of the Management Agreement, and to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is Manager with a Qualified Manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (d) Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or satisfies delayed): (i) surrender, terminate or cancel the conditions set forth Management Agreement or otherwise replace Manager or enter into any other management agreement with respect to the Property; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect. In the foregoing clause event that Borrower replaces Manager at any time during the term of Loan pursuant to this subsection, such Manager shall be a Qualified Manager. (y)e) No resignation of Manager shall be effective unless (i) Manager provides ninety (90) days prior written notice of its intent to resign and (ii) a Qualified Manager has assumed responsibility for the management of the Property pursuant to a written management agreement in form and substance acceptable to Lender.

Property Management. (a) Borrower shall cause Mortgage Borrower to (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Mortgage Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any a bankruptcy or insolvency proceeding, then Lender shall have (ii) an Event of Default has occurred and is continuing, or (iii) a default has occurred and is continuing beyond applicable cure periods under the right to require Management Agreement, Borrower shall, at the request of Lender, cause Mortgage Borrower to replace terminate the Management Agreement upon sixty (60) days prior notice to Manager and enter into a Replacement Management Agreement replace Manager with (x) a Qualified Manager selected reasonably approved by Borrower Lender in accordance with the terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (c) In addition to the foregoing, in the event that Lender, in Lender's reasonable discretion, at any time prior to the termination of the Subordination of Management Agreement, determines that the Property is not an Affiliate of being managed in accordance with generally accepted management practices for projects similarly situated, Lender may deliver written notice thereof to Borrower, Mortgage Borrower and Manager, which notice shall specify with particularity the grounds for Lender's determination. If Lender reasonably determines that the conditions specified in Lender's notice are not remedied to Lender's reasonable satisfaction by Borrower, Mortgage Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days from the date of Lender’s demand such notice or that Borrower or Manager have failed to diligently undertake correcting such conditions within such sixty (60) day period, Lender may direct Borrower to terminate the Management Agreement, provided Borrower has the right to do so pursuant to the terms of the Management Agreement, and to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is Manager with a Qualified Manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (d) Borrower shall not permit Mortgage Borrower, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or satisfies delayed) to (i) surrender, terminate or cancel the conditions set forth Management Agreement or otherwise replace Manager or enter into any other management agreement with respect to the Property; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect. In the foregoing clause event that Borrower replaces Manager at any time during the term of Loan pursuant to this subsection, such Manager shall be a Qualified Manager. (y)e) No resignation of Manager shall be effective unless (i) Manager provides ninety (90) days prior written notice of its intent to resign and (ii) a Qualified Manager has assumed responsibility for the management of the Property pursuant to a written management agreement in form and substance acceptable to Lender.

Property Management. (a) Each Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the related Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the related Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it any Borrower under the related Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that any Borrower receives which indicates that Manager is terminating the related Management Agreement or that Manager is otherwise discontinuing its management of the related Individual Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the related Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) an Event of Default has occurred and is continuing; (iii) a default has occurred and is continuing under any bankruptcy or insolvency proceedingManagement Agreement, then the related Borrower shall, at the request of Lender shall have terminate the right related Management Agreement upon thirty (30) days prior notice to require Borrower to replace the Manager and enter into a Replacement Management Agreement replace Manager with (x) a Qualified Manager selected approved by Borrower Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (c) In addition to the foregoing, in the event that Lender, in Lender’s reasonable discretion, at any time prior to the termination of the Assignment of Management Agreement, determines that an Individual Property is not an Affiliate of being managed in accordance with generally accepted management practices for projects similarly situated, Lender may deliver written notice thereof to the related Borrower and Manager, which notice shall specify with particularity the grounds for Lender’s determination. If Lender reasonably determines that the conditions specified in Lender’s notice are not remedied to Lender’s reasonable satisfaction by the related Borrower or Manager within thirty (y30) another property manager chosen by days from the date of such notice or that the related Borrower and approved by Lender; providedor Manager have failed to diligently undertake correcting such conditions within such thirty (30) day period, that such approval shall be conditioned upon Lender may direct the related Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies terminate the conditions described in the foregoing clause (y) and enter into a Replacement related Management Agreement with such Person within sixty (60) days of Lender’s demand and to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is Manager with a Qualified Manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (d) No Borrower shall, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or satisfies delayed): (i) surrender, terminate or cancel any Management Agreement or otherwise replace Manager or enter into any other management agreement with respect to the conditions set forth related Individual Property; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect. In the foregoing clause event that a Borrower replaces Manager at any time during the term of the Loan pursuant to this subsection, such Manager shall be a Qualified Manager. (y)e) If during the term of the Loan the a Borrower replaces the Manager with a new property manager that is an Affiliated Manager, the Borrowers shall deliver to Lender an opinion as to non-consolidation issues between the Borrowers and such Affiliated Manager, such opinion to be acceptable to the Lender and the Rating Agencies.

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware, (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement, and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If any one or more of the following events occurs: (i) at any time following the occurrence of an Event of Default, (ii) if Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y).clause

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any a bankruptcy or insolvency proceeding, then Lender shall have ; (ii) an Event of Default has occurred and is continuing; (iii) a default has occurred and is continuing under the right to require Management Agreement which entitles Borrower to replace terminate Manager, or (iv) Manager has engaged in gross negligence, fraud, or willful misconduct, Borrower shall, at the request of Lender, terminate the Management Agreement upon thirty (30) days prior notice to Manager and enter into a Replacement Management Agreement replace Manager with (x) a Qualified Manager selected approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed the greater of such fees being paid to Manager under the Management Agreement and then prevailing market rates. (c) Borrower that is shall not, without the prior written consent of Lender (which consent shall not an Affiliate be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel the Management Agreement or otherwise replace Manager or enter into any other management agreement with respect to the Property (except in the event of a default by Manager thereunder or in connection with a sale of the Property pursuant to Section 7.5 hereof which, pursuant to the terms thereof, entitles Borrower to terminate Manager under the Management Agreement, provided Borrower notifies Lender no less than thirty (30) days in advance of such termination and replaces such Manager with a Qualified Manager); (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (yiv) another property manager chosen by otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect. In the event that Borrower and approved by Lender; providedreplaces Manager at any time during the term of Loan pursuant to this subsection, that such approval Manager shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)Manager.

Property Management. (a) Borrower shall At all times provide for the competent and responsible management and operation of the Borrowing Base Properties by a Qualified Manager pursuant to a Management Agreement. Promptly (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, material covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under each Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) notify Administrative Agent of any material default under any Management Agreement; (iii) promptly notify Lender deliver to Administrative Agent a copy of any notice of material default received by Borrower or any other Loan Party under the any Management Agreement of which it is aware, Agreement; (iv) promptly deliver give notice to Lender a copy Administrative Agent of each financial statement, business plan, capital expenditures plan, report and estimate received by it under any notice that Borrower or other Loan Party receives which indicates that the applicable Manager is terminating the applicable Management Agreement, Agreement or that the applicable Manager is otherwise discontinuing its management of the applicable Borrowing Base Property; and (v) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by each Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the each Management Agreement. (b) If at any one or more of the following events occurs: time, (i) any Manager is the occurrence subject of an Event of Defaultany petition, case, proceeding or other action pursuant to any Debtor Relief Law; (ii) a Default is then continuing and the Obligations have been accelerated in accordance with this Agreement; (iii) a default by any Manager shall be in material default has occurred and is continuing under the any Management Agreement beyond after the expiration of any applicable notice and cure period periods; or (including as a result of iv) any Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds), then, subject to the terms of the relevant Manager Subordination Agreement, Borrower or other Loan Party, as applicable, shall, at the written request of Administrative Agent, promptly terminate such Management Agreement upon no more than thirty (iii30) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right days prior written notice to require Borrower to replace the such Manager and enter into a Replacement Management Agreement replace such Manager with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies manager approved by Administrative Agent on terms and conditions otherwise approved in writing by Administrative Agent (such approval not to be unreasonably withheld, conditioned, or delayed, so long as no Default is then continuing), it being understood and agreed that the conditions set forth management fee for such replacement manager shall not exceed then prevailing market rates for commercial properties in the foregoing clause (y)State or jurisdiction in which the applicable Borrowing Base Property is located.

Property Management. (a) Borrower shall cause each Mortgage Loan Borrower and Maryland Owner to (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under each Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the each Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it such Mortgage Loan Borrower or Maryland Owner under the any Management Agreement; (iv) promptly give notice to Lender of any notice or written information that Borrower, any Other Senior Mezzanine Borrower or any Mortgage Loan Borrower or Maryland Owner receives which indicates that a Manager is terminating its Management Agreement or that a Manager is otherwise discontinuing its management of any Individual Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by a Manager under the each Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the (including by enforcing Mortgage Loan Borrower’s and Maryland Owner’s respective rights under each applicable Management Agreement on the part of Borrower and applicable law to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower ensure that it receives cash flow from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, each Individual Property to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreementwhich it is entitled). (b) If any one or more the applicable Manager is not an Affiliate of the following events occurs: a Borrower, if (i) an Event of Default shall be continuing and (ii) the applicable Mortgage Loan Borrower or Maryland Owner shall be entitled under the terms of the applicable Management Agreement to terminate any such Management Agreement on account thereof, Borrower shall cause the applicable Mortgage Loan Borrower or Maryland Owner, within thirty (30) days (or such longer period as is provided below) following the written request of Lender, to terminate the applicable Management Agreement in accordance with such Management Agreement, and replace such Manager with a Qualified Manager on terms and conditions and pursuant to a Management Agreement which (x) is satisfactory to Lender in its sole good faith discretion, (y) shall not provide for the payment of base management fees in excess of three percent (3%) of gross revenues for the applicable Individual Property; and (z) shall not provide for the payment of incentive fees without the prior consent of Lender, which consent may be granted or withheld by Lender in Lender’s sole discretion. If termination within thirty (30) days following written notice from Lender as provided in this Section 5.14(b) is not permitted under a Management Agreement, Borrower shall terminate the applicable Management Agreement within such longer period as may be reasonably required to terminate such Management Agreement pursuant to its terms, and shall appoint within such period of time a replacement Qualified Manager, provided that Borrower shall cause the applicable Mortgage Loan Borrower or Maryland Owner at all times to use diligent efforts to effect such termination and replacement and Lender shall not unreasonably delay any required approval. (c) If the applicable Manager is an Affiliated Manager, Borrower covenants and agrees with Lender that (i) after Borrower has knowledge of a forty-nine (49%) or more change in Control of the ownership of such Manager, Borrower will promptly give Lender notice thereof (a “Manager Control Notice”); and (ii) Lender shall have the right to require that Borrower cause the applicable Mortgage Loan Borrower or Maryland Owner to cause the applicable Management Agreement to be terminated at any time (A) for cause (including, but not limited to, the applicable Manager’s gross negligence, misappropriation of funds, willful misconduct or fraud), (B) at any time upon the occurrence of an Event of Default, or (iiC) upon Lender’s receipt of a Manager Control Notice with respect to such Affiliated Manager. In addition, at any time after September 30, 2012, if a Remington Performance Termination Event with respect to an Individual Property has occurred, Borrower shall be in material default under the Management Agreement beyond any applicable notice cause Mortgage Loan Borrower and cure period (including Maryland Owner to terminate Remington as a result Manager of any gross negligenceIndividual Property within 45 days following receipt of written notice from Lender; provided, fraudhowever, willful misconduct or misappropriation of funds)that with respect to the initial Remington Performance Termination Event, or (iii) Manager shall become insolvent or a debtor in if any, at any bankruptcy or insolvency proceedingIndividual Property, then Lender shall not have the right to require deliver such notice to Borrower solely as a result thereof so long as a Remington Performance Cure is achieved on or prior to the last day of the calendar quarter in which such Remington Performance Termination Event occurred. If a Remington Performance Cure is not achieved on or prior to such date or a subsequent Remington Performance Termination Event shall occur with respect to such Individual Property, then Borrower shall cause Mortgage Loan Borrower to replace terminate Remington as the Manager with respect to such Individual Property within forty-five (45) days following receipt of written notice from Lender to Borrower. In the event of a termination under this Section 5.14(c), Borrower shall cause the applicable Mortgage Loan Borrower or Maryland Owner to appoint a Qualified Manager which is not an Affiliated Manager within thirty (30) days after receipt of such notice of termination and enter into a Replacement the replacement Management Agreement shall (1) first be approved in writing by Lender in its sole good faith discretion, (2) shall provide for the payment of base management fees not to exceed three percent (3%), and (3) shall not provide for the payment of incentive fees without the prior consent of Lender, which consent may be granted or withheld by Lender in Lender’s sole discretion. In the event Lender delivers notice to Mortgage Loan Borrower or Maryland Owner to terminate any Affiliated Manager pursuant to the provisions of this Section 5.14(c), then Borrower shall not have the right, and shall not permit, Mortgage Loan Borrower or Maryland Owner to appoint an Affiliated Manager as a successor or replacement manager with respect to the applicable Individual Property. (d) Borrower may from time to time cause the applicable Mortgage Loan Borrower or Maryland Owner to terminate one (1) or more Management Agreements and to appoint a successor or replacement manager to manage one or more of the Individual Properties provided (i) such successor or replacement manager is a Qualified Manager, and (ii) the applicable Individual Property will be managed pursuant to a Management Agreement which (x) a Qualified Manager selected has been approved in writing by Borrower that is not an Affiliate of Borrower or Lender, in Lender’s sole good faith discretion; (y) another shall not provide for the payment of base management fees in excess of three percent (3%) of gross revenues for the applicable Individual Property; and (z) shall not provide for the payment of incentive fees without the prior consent of Lender, which consent may be granted or withheld by Lender in Lender’s sole discretion. If such successor or replacement manager is Remington, Lender shall be deemed to have approved the form of any replacement Management Agreement which is in the form of the Management Agreement attached hereto as Exhibit E (“Approved Form of Remington Management Agreement”), so long as (A) such Management Agreement does not provide for any of the following: (1) a base management fee in excess of three percent (3%) of gross revenues for the applicable Individual Property, (2) incentive fees in an amount greater than what is shown in the attached Approved Form of Remington Management Agreement, or (3) total management fees in excess of four percent (4%) of gross revenues for the applicable Individual Property; and (B) simultaneously with the execution and delivery of such replacement Management Agreement, Remington shall have executed and delivered to Lender a subordination and attornment agreement in the same form and substance as the Subordination of Management Agreement delivered by Remington to Lender on the Closing Date. Borrower agrees that it shall only cause the applicable Mortgage Loan Borrower or Maryland Owner to substitute a Manager with a new property manager chosen by Borrower and to the extent (1) the Franchisor under the Franchise Agreement for such Individual Property, if any, has approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is if required under the terms and provisions of the related Franchise Agreement; and (2) the Ground Lessor under the Ground Lease for such Individual Property, if any, has approved such replacement property manager if required under the terms and provisions of the related Ground Lease. Notwithstanding the foregoing, if Lender has delivered notice to Mortgage Loan Borrower or Maryland Owner to terminate Remington as Manager of any Individual Property pursuant to the provisions of Section 5.14(c), then Borrower shall not have the right, and shall not permit, Mortgage Loan Borrower or Maryland Owner to appoint Remington as a Qualified Manager successor or satisfies the conditions set forth in the foregoing clause (y)replacement manager with respect to any other Individual Property.

Property Management. (a) Borrower shall (i) cause Property Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any material default that exists under the Management Agreement beyond the expiration of the related cure period (if any) of which it is aware, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement, and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observedobserved (and all applicable notice and/or cure periods expire), then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower or Manager from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower Borrower, to be performed or observed. In no event shall the management fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include Additional Fees, leasing commissions, application fees, administrative fees, construction management fees and reimbursements of expenses paid to Managers in the ordinary course of Xxxxxxxx’s business. (b) If any one or more of the following events occurs: (i) the occurrence and continuance of an Event of Default, (ii) Manager shall be in material default under the Management Agreement Agreement, beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x1) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y2) another property manager chosen by Borrower Xxxxxxxx and approved by LenderXxxxxx; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower Xxxxxxxx fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y2) of the previous sentence and enter into a Replacement Management Agreement with such Person within sixty (60) days of LenderXxxxxx’s demand to replace the Manager, then Lender Xxxxxx may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y).other than any

Property Management. (a) Borrower shall cause Mortgage Borrower or Operating Lessee to (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Mortgage Borrower or Operating Lessee under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Mortgage Borrower or Operating Lessee receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of any Individual Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, Mezzanine A Lender under the Mezzanine A Loan Documents and Mezzanine B Lender under the Mezzanine B Loan Documents, if at any one or more of the following events occurs: time, (i) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) unless managed by a Brand Manager, Lender has accelerated the occurrence Loan as a result of an Event of Default, Default hereunder; (iiiii) Manager shall be in a material default has occurred and is continuing under the Management Agreement beyond any applicable after the expiration of all notice and cure period periods contained thereunder, or (including as a result of any iv) Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds), Borrower shall cause Mortgage Borrower or Operating Lessee to, at the request of Lender and if permitted pursuant to the terms of the Management Agreement, terminate the Management Agreement upon thirty (iii30) Manager shall become insolvent days (or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have such other period of time as is required under the right applicable Management Agreement) prior notice to require Borrower to replace the Manager and enter into a Replacement Management Agreement with promptly (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described but in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within no event more than sixty (60) days after such termination) replace Manager with a Qualified Manager pursuant to a Replacement Management Agreement in accordance with the terms hereof. (c) Borrower shall not and shall not permit Mortgage Borrower or Operating Lessee to, without the prior written consent of Lender’s demand Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel, or consent to the surrender, termination or cancellation of, the Management Agreement or replace Manager or enter into any other management agreement with respect to any Individual Property, except as provided in subsection (e) below; (ii) consent to the Manager, then Lender may choose assignment by Manager of its interest under the replacement property manager provided that such replacement property manager is Management Agreement except to a Qualified Manager or satisfies (iii) if such action could reasonably be expected to have a Material Adverse Effect, (1) reduce or consent to the reduction of the term of the Management Agreement; (2) increase or consent to the increase of the amount of any charges under the Management Agreement; or (3) otherwise modify, change, supplement, alter or amend, or waive or release any of the terms and conditions set forth under, the Management Agreement in any material respect. In the foregoing clause (y)event that Borrower, Mortgage Borrower or Operating Lessee replaces Manager at any time during the term of the Loan pursuant to this subsection, such Manager shall be deemed to be a Qualified Manager.

Property Management. (a) Borrower Each Issuer or Operating Lessee represents, warrants and covenants that each Property shall (i) cause at all times be managed by an Acceptable Property Manager pursuant to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware, (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement, and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a an Acceptable Property or the termination of the Management Agreement. (b) If Notwithstanding any one provision to the contrary contained herein or more in the other Transaction Documents, except as provided in this Section 11.1(b), no Issuer or Operating Lessee may amend, modify, supplement, alter or waive any right under any Property Management Agreement without the receipt of a Rating Confirmation. Without the receipt of a Rating Confirmation, an Issuer or Operating Lessee shall be permitted to make any nonmaterial modification, change, supplement, alteration or amendment to any Property Management Agreement and to waive any nonmaterial rights thereunder, provided that no such modification, change, supplement, alteration, amendment or waiver shall affect the cash management procedures set forth in the Property Management Agreements or the Transaction Documents, decrease the cash flow of the following events occurs: (i) applicable Property covered thereunder, adversely affect the occurrence marketability of an Event the applicable Property covered thereunder, change the definitions of Default"default" or "event of default," change the definitions of "operating expense" or words of similar meaning to add additional items to such definitions, (ii) Manager shall be in material default under change the definitions of "owner's distribution" or "owner's equity" or "debt service amount" or words of similar meaning so as to reduce the payments due the related Issuer thereunder, change the timing of remittances to the related Issuer or Operating Lessee thereunder, increase or decrease reserve requirements, change the term of such Property Management Agreement beyond or increase any applicable notice Management Fees payable under such Property Management Agreement. (c) An Issuer or Operating Lessee may enter into a new Property Management Agreement with an Acceptable Property Manager upon receipt of a Rating Confirmation with respect to such Property Management Agreement. (d) Issuer and cure period Operating Lessee hereby agrees that subject to the terms of the respective Property Management Agreement (including as a result of modified by any gross negligenceAgreement with Managers) or Acceptable Property Management Agreements, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender Note Trustee shall have the right to require Borrower terminate and replace property managers subsequent to replace (i) an Event of Default under this Indenture and (ii) an acceleration of the Manager and enter into a Replacement Notes. (e) The Noteholders by their acceptance of the Notes hereby agree that upon delivery by Issuers of amendments to the Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions Agreements described in the foregoing clause Marriott Side Letter in a form and substance no less favorable to Issuers and the Noteholders than the applicable terms set forth on the term sheets attached hereto as Exhibit F (yas determined by a majority (by Outstanding Principal Amount) of the Noteholders in their sole but reasonable discretion) and enter that are otherwise in a form and substance reasonably acceptable to a majority (by Outstanding Principal Amount) of the Noteholders, the Note Trustee on behalf of the Noteholders shall consent to Issuers entering into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y).amendments. 154

Property Management. (a) Borrower shall cause each Mortgage Loan Borrower and Maryland Owner to (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under each Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the each Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it such Mortgage Loan Borrower or Maryland Owner under the any Management Agreement; (iv) promptly give notice to Lender of any notice or written information that Borrower, any Senior Mezzanine Borrower or any Mortgage Loan Borrower or Maryland Owner receives which indicates that a Manager is terminating its Management Agreement or that a Manager is otherwise discontinuing its management of any Individual Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by a Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the each Management Agreement. (b) If any one or more the applicable Manager is not an Affiliate of the following events occurs: a Borrower, if (i) an Event of Default shall be continuing and (ii) the applicable Mortgage Loan Borrower or Maryland Owner shall be entitled under the terms of the applicable Management Agreement to terminate any such Management Agreement on account thereof, Borrower shall cause the applicable Mortgage Loan Borrower or Maryland Owner, within thirty (30) days (or such longer period as is provided below) following the written request of Lender, to terminate the applicable Management Agreement in accordance with such Management Agreement, and replace such Manager with a Qualified Manager on terms and conditions and pursuant to a Management Agreement which (x) is satisfactory to Lender in its sole good faith discretion, (y) shall not provide for the payment of base management fees in excess of three percent (3%) of gross revenues for the applicable Individual Property; and (z) shall not provide for the payment of incentive fees without the prior consent of Lender, which consent may be granted or withheld by Lender in Lender’s sole discretion. If termination within thirty (30) days following written notice from Lender as provided in this Section 5.14(b) is not permitted under a Management Agreement, Borrower shall terminate the applicable Management Agreement within such longer period as may be reasonably required to terminate such Management Agreement pursuant to its terms, and shall appoint within such period of time a replacement Qualified Manager, provided that Borrower shall cause the applicable Mortgage Loan Borrower or Maryland Owner at all times to use diligent efforts to effect such termination and replacement and Lender shall not unreasonably delay any required approval. (c) If the applicable Manager is an Affiliated Manager, Borrower covenants and agrees with Lender that (i) after Borrower has knowledge of a forty-nine (49%) or more change in Control of the ownership of such Manager, Borrower will promptly give Lender notice thereof (a “Manager Control Notice”); and (ii) Lender shall have the right to require that Borrower cause the applicable Mortgage Loan Borrower or Maryland Owner to cause the applicable Management Agreement to be terminated at any time (A) for cause (including, but not limited to, the applicable Manager’s gross negligence, misappropriation of funds, willful misconduct or fraud), (B) at any time upon the occurrence of an Event of Default, or (iiC) upon Lender’s receipt of a Manager Control Notice with respect to such Affiliated Manager. In addition, at any time after September 30, 2012, if a Remington Performance Termination Event with respect to an Individual Property has occurred, Borrower shall be in material default under the Management Agreement beyond any applicable notice cause Mortgage Loan Borrower and cure period (including Maryland Owner to terminate Remington as a result Manager of any gross negligenceIndividual Property within 45 days following receipt of written notice from Lender; provided, fraudhowever, willful misconduct or misappropriation of funds)that with respect to the initial Remington Performance Termination Event, or (iii) Manager shall become insolvent or a debtor in if any, at any bankruptcy or insolvency proceedingIndividual Property, then Lender shall not have the right to require deliver such notice to Borrower solely as a result thereof so long as a Remington Performance Cure is achieved on or prior to the last day of the calendar quarter in which such Remington Performance Termination Event occurred. If a Remington Performance Cure is not achieved on or prior to such date or a subsequent Remington Performance Termination Event shall occur with respect to such Individual Property, then Borrower shall cause Mortgage Loan Borrower to replace terminate Remington as the Manager with respect to such Individual Property within forty-five (45) days following receipt of written notice from Lender to Borrower. In the event of a termination under this Section 5.14(c), Borrower shall cause the applicable Mortgage Loan Borrower or Maryland Owner to appoint a Qualified Manager which is not an Affiliated Manager within thirty (30) days after receipt of such notice of termination and enter into a Replacement the replacement Management Agreement shall (1) first be approved in writing by Lender in its sole good faith discretion, (2) shall provide for the payment of base management fees not to exceed three percent (3%), and (3) shall not provide for the payment of incentive fees without the prior consent of Lender, which consent may be granted or withheld by Lender in Lender’s sole discretion. In the event Lender delivers notice to Mortgage Loan Borrower or Maryland Owner to terminate any Affiliated Manager pursuant to the provisions of this Section 5.14(c), then Borrower shall not have the right, and shall not permit, Mortgage Loan Borrower or Maryland Owner to appoint an Affiliated Manager as a successor or replacement manager with respect to the applicable Individual Property. (d) Borrower may from time to time cause the applicable Mortgage Loan Borrower or Maryland Owner to terminate one (1) or more Management Agreements and to appoint a successor or replacement manager to manage one or more of the Individual Properties provided (i) such successor or replacement manager is a Qualified Manager, and (ii) the applicable Individual Property will be managed pursuant to a Management Agreement which (x) a Qualified Manager selected has been approved in writing by Borrower that is not an Affiliate of Borrower or Lender, in Lender’s sole good faith discretion; (y) another shall not provide for the payment of base management fees in excess of three percent (3%) of gross revenues for the applicable Individual Property; and (z) shall not provide for the payment of incentive fees without the prior consent of Lender, which consent may be granted or withheld by Lender in Lender’s sole discretion. If such successor or replacement manager is Remington, Lender shall be deemed to have approved the form of any replacement Management Agreement which is in the form of the Management Agreement attached hereto as Exhibit E (“Approved Form of Remington Management Agreement”), so long as (A) such Management Agreement does not provide for any of the following: (1) a base management fee in excess of three percent (3%) of gross revenues for the applicable Individual Property, (2) incentive fees in an amount greater than what is shown in the attached Approved Form of Remington Management Agreement, or (3) total management fees in excess of four percent (4%) of gross revenues for the applicable Individual Property; and (B) simultaneously with the execution and delivery of such replacement Management Agreement, Remington shall have executed and delivered to Lender a subordination and attornment agreement in the same form and substance as the Subordination of Management Agreement delivered by Remington to Lender on the Closing Date. Borrower agrees that it shall only cause the applicable Mortgage Loan Borrower or Maryland Owner to substitute a Manager with a new property manager chosen by Borrower and to the extent (1) the Franchisor under the Franchise Agreement for such Individual Property, if any, has approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is if required under the terms and provisions of the related Franchise Agreement; and (2) the Ground Lessor under the Ground Lease for such Individual Property, if any, has approved such replacement property manager if required under the terms and provisions of the related Ground Lease. Notwithstanding the foregoing, if Lender has delivered notice to Mortgage Loan Borrower or Maryland Owner to terminate Remington as Manager of any Individual Property pursuant to the provisions of Section 5.14(c), then Borrower shall not have the right, and shall not permit, Mortgage Loan Borrower or Maryland Owner to appoint Remington as a Qualified Manager successor or satisfies the conditions set forth in the foregoing clause (y)replacement manager with respect to any other Individual Property.

Property Management. (a) Borrower shall cause Mortgage Borrower or Operating Lessee to (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Mortgage Borrower or Operating Lessee under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Mortgage Borrower or Operating Lessee receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of any Individual Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If Subject to the rights of Mortgage Lender under the Mortgage Loan Documents and Mezzanine A Lender under the Mezzanine A Loan Documents, if at any one or more of the following events occurs: time, (i) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) unless managed by a Brand Manager, Lender has accelerated the occurrence Loan as a result of an Event of Default, Default hereunder; (iiiii) Manager shall be in a material default has occurred and is continuing under the Management Agreement beyond any applicable after the 00000000.0.XXXXXXXX expiration of all notice and cure period periods contained thereunder, or (including as a result of any iv) Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds), Borrower shall cause Mortgage Borrower or Operating Lessee to, at the request of Lender and if permitted pursuant to the terms of the Management Agreement, terminate the Management Agreement upon thirty (30) days (or such other period of time as is required under the applicable Management Agreement) prior notice to Manager and promptly (but in no event more than sixty (60) days after such termination) replace Manager with a Qualified Manager pursuant to a Replacement Management Agreement in accordance with the terms hereof. (c) Borrower shall not and shall not permit Mortgage Borrower or Operating Lessee to, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel, or consent to the surrender, termination or cancellation of, the Management Agreement or replace Manager or enter into any other management agreement with respect to any Individual Property, except as provided in subsection (e) below; (ii) consent to the assignment by Manager of its interest under the Management Agreement except to a Qualified Manager or (iii) if such action could reasonably be expected to have a Material Adverse Effect, (1) reduce or consent to the reduction of the term of the Management Agreement; (2) increase or consent to the increase of the amount of any charges under the Management Agreement; or (3) otherwise modify, change, supplement, alter or amend, or waive or release any of the terms and conditions under, the Management Agreement in any material respect. In the event that Borrower, Mortgage Borrower or Operating Lessee replaces Manager at any time during the term of the Loan pursuant to this subsection, such Manager shall become insolvent be deemed to be a Qualified Manager. (d) Each request by Borrower for approval and consent by Lender pursuant to this Section 5.14 shall be in writing and be subject to the Deemed Approval Standards. (e) Notwithstanding the foregoing, provided no Event of Default is continuing, Borrower shall have the right (or a debtor in any bankruptcy or insolvency proceeding, then Lender Borrower shall have the right to require cause Mortgage Borrower or Operating Lessee to replace or to cause Mortgage Borrower or Operating Lessee to permit Manager), without the Manager and enter into prior written approval of Lender (but upon prior written notice to Lender), to terminate a Replacement Management Agreement with at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that (xA) Borrower shall have failed to pay (or failed to cause Mortgage Borrower or Operating Lessee to pay) any termination fee due to such Manager pursuant to the applicable Management Agreement within the time period specified in such Management Agreement, unless being contested in good faith, (B) Borrower shall have failed to (w) deliver (or cause to be delivered) to Lender a Qualified Manager selected by Borrower that is not an Affiliate PIP Guaranty to the extent required pursuant to the terms of Borrower this Agreement or (y) another property manager chosen by cause Mortgage Borrower to make the deposit required in connection with any New PIP pursuant to and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager in accordance with Section 9.9 of the Mortgage Loan Agreement or a replacement Manager that satisfies the conditions described in the foregoing clause (yC) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand the termination of such Management Agreement, Borrower fails to replace the Manager, then (or fails to cause Mortgage Borrower or Operating Lessee to) deliver evidence reasonably acceptable to Lender may choose the replacement property manager provided that such replacement property manager is a Replacement Management Agreement with a Qualified Manager is in full force and effect at the applicable Individual Property; provided, however, (1) if the terminated 00000000.0.XXXXXXXX 90 Management Agreement was with a Brand Manager (for which no separate Franchise Agreement existed), and the Replacement Management Agreement is with a Qualified Manager that is not a Brand Manager, Mortgage Borrower or satisfies Operating Lessee, as applicable, shall deliver evidence to Lender that Mortgage Borrower or Operating Lessee has entered into a Replacement Franchise Agreement with a Qualified Franchisor within such sixty (60) day period and (2) if a Franchise Agreement for the conditions set forth in applicable Individual Property exists, and the foregoing clause Replacement Management Agreement is with a Brand Manager for which no separate Franchise Agreement is required by such Brand Manager, Mortgage Borrower or Operating Lessee, as applicable, shall deliver evidence to Lender that Mortgage Borrower or Operating Lessee has terminated the existing Franchise Agreement within such sixty (y)60) day period.

Property Management. (a) For so long as a Management Agreement remains in effect, Borrower shall cause the Manager to manage the Property in a first class manner. For so long as a Management Agreement remains in effect, Borrower shall (i) cause Manager pay all sums required to manage the Properties in accordance with be paid by Borrower under the Management Agreement, (ii) diligently perform perform, observe and observe enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed performed, observed and observed, enforced and (iii) promptly notify Lender of the giving of any notice to Borrower of any default under by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of which it is aware, (iv) promptly Borrower to be performed and observed and deliver to Lender a true copy of each financial statementsuch notice. For so long as a Management Agreement remains in effect, business plan, capital expenditures plan, report and estimate received by it Borrower shall comply with all obligations of Borrower under the Assignment of Management Agreement. (b) Except as otherwise required by Section 5.20(d) or permitted by Section 6.6.1 hereof, Borrower shall not remove or replace the Manager (which, with respect to an Affiliated Manager, shall be deemed to occur upon a change of Control of the Manager) or terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect as it relates to any Individual Property (collectively, a “Management Change”) without (i) Lender’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned and (vii) promptly enforce in the event that the Loan or any interest therein is included in a Securitization, a Rating Agency Confirmation if required by Lender. As conditions precedent to any replacement of the Manager, Borrower shall (i) cause the new property manager of the Property to execute an Assignment of Management Agreement in form and substance acceptable to Lender, (ii) cause the new Manager to assume each and every other obligation of Manager under the Loan Documents, (iii) pay all of Lender’s and any Rating Agency costs and expenses incurred in connection with such replacement (including, without limitation, all reasonable attorney’s fees) and (iv) if an Insolvency Opinion was required to be delivered pursuant to Section 11.1(b)(i) hereof, deliver an Additional Insolvency Opinion to Lender if such new Manager is an Affiliated Manager. (c) Except as otherwise required by Section 5.20(d) or permitted by Section 6.6.1 hereof, Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the covenants required Management Agreement as it relates to be performed and observed by Manager under any Individual Property or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in a commercially reasonable mannerany respect as it relates to any Individual Property; provided that, Borrower shall not be required to obtain Lender’s consent with respect to any non-material changes, supplements, alterations or amendments to the Management Agreement. Any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender (if required pursuant to the preceding sentence) shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observedAgreement, then, without limiting Lender’s other rights or remedies under this Agreement or the generality of the other Loan Documentsprovisions of this Agreement, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreementobligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observedobserved to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. In no event Lender and any Person designated by Lender shall have, and are hereby granted, subject to the fee payable terms and conditions of, and the rights of tenants under the Leases, the right to enter upon the any Individual Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any Interest Period exceed the Management Fee Cap for action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall, from time to time, cause Manager to deliver such Interest Period and in no event shall certificates of estoppel with respect to compliance by Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination terms of the Management AgreementAgreement as may be reasonably requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Applicable Interest Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the Lien of each Security Instrument and the other Loan Documents, and shall be immediately due and payable upon demand by Lender therefor. (bd) If any one or more of the following events occurs: Borrower covenants and agrees, that, if (i) the occurrence of an Event of DefaultDefault exists, (ii) Manager shall be in material a default or event of default exists under the Management Agreement with respect to any Individual Property beyond any applicable notice and grace or cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds)period, or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceedingbecomes insolvent, then Lender shall have Borrower shall, at the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days request of Lender’s demand , terminate the Management Agreement, and require Manager to replace transfer its responsibility for the Managermanagement of the Property to a management company selected by, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)otherwise acceptable to, Lender.

Property Management. (a) If (a) an Event of Default has occurred, (b) the Manager (as defined in the Note) shall become bankrupt or insolvent, (c) a default occurs beyond applicable notice and cure periods under that certain Asset and Property Management Agreement dated as of the date hereof (the “Property Management Agreement”) between Borrower and Manager or (d) if at any time, the Manager has engaged in gross negligence, fraud or willful misconduct, Borrower shall, at the request of Lender, terminate the Property Management Agreement and replace the Manager with a property manager reasonably acceptable to Lender pursuant to a replacement property management agreement reasonably acceptable to Lender within thirty (30) days of such request, it being understood and agreed that the management fee for such replacement property manager shall not exceed then prevailing market rates. Borrower shall not (i) cause Manager surrender, terminate, cancel, modify, amend, renew or extend the Property Management Agreement pertaining to manage the Properties in accordance with the Management AgreementProperty, (ii) diligently perform and observe all enter into any other agreement relating to the management or operation of the terms, covenants and conditions of Property with the Manager or any other Person (other than the Sub-Management Agreement on the part of Borrower to be performed and observed(as defined below)), (iii) promptly notify Lender consent to the assignment by the Manager of any default its interest under the Property Management Agreement of which it is awareAgreement, or (iv) promptly deliver to Lender a copy waive or release any of each financial statement, business plan, capital expenditures plan, report Borrower’s rights and estimate received by it remedies under the Property Management Agreement, in each case without the express prior written consent of Lender, which consent shall not be unreasonably withheld; provided, that, with respect to a new property manager, such new property manager and (v) promptly enforce the performance replacement property management agreement shall each be approved by Lender. Any new property manager and observance Borrower shall, as a condition to Lender’s consent, execute a subordination of all management agreement in form and content acceptable to Lender. Following the occurrence and during the continuance of the covenants required to be performed and observed by Manager an Event of Default, Borrower shall not exercise any rights, make any decisions, grant any approvals or otherwise take any action under the Property Management Agreement without the prior written consent of Lender, which consent may be granted, conditioned or withheld in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreementsole discretion. (b) If any one (a) an Event of Default has occurred, (b) the Sub-Manager (as defined in below) shall become bankrupt or more insolvent, (c) a default occurs beyond applicable notice and cure periods under that certain [Sub-Management Agreement] dated as of the following events occurs: date hereof (the “Sub-Management Agreement”) between Manager and Swervo Management Division, LLC, a Minnesota limited liability company (“Sub-Manager”) or (d) if at any time, the Sub-Manager has engaged in gross negligence, fraud or willful misconduct, Borrower shall, at the request of Lender, cause Manager to terminate the Sub-Management Agreement and replace the Sub-Manager with a sub-manager reasonably acceptable to Lender pursuant to a replacement sub-management agreement reasonably acceptable to Lender within thirty (30) days of such request, it being understood and agreed that the sub-management fee for such replacement property manager shall not exceed then prevailing market rates. Borrower shall not permit Manager to (i) surrender, terminate, cancel, modify, amend, renew or extend the Sub-Management Agreement pertaining to the Property, (ii) enter into any other agreement relating to the management or operation of the Property with the Sub-Manager or any other Person (other than the Property Management Agreement), (iii) assign or consent to the assignment by the Sub-Manager of any interest under the Sub-Management Agreement, or (iv) waive or release any of Manager’s rights and remedies under the Sub-Management Agreement, in each case without the express prior written consent of Lender, which consent shall not be unreasonably withheld; provided, that, with respect to a new sub- manager, such new sub-manager and the replacement sub- management agreement shall each be approved by Lender. Any new sub-manager, Manager and Borrower shall, as a condition to Lender’s consent, execute a subordination of sub-management agreement in form and content acceptable to Lender. Following the occurrence and during the continuance of an Event of Default, (ii) Borrower shall not permit Manager shall be in material default to exercise any rights, make any decisions, grant any approvals or otherwise take any action under the Sub-Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have without the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days prior written consent of Lender, which consent may be granted, conditioned or withheld in Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)sole discretion.

Property Management. (a) Borrower shall (i) cause the Manager to manage the Properties Property in accordance with a first class manner. Borrower shall (i) pay all sums required to be paid by Borrower under the Management Agreement, (ii) diligently perform perform, observe and observe enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed performed, observed and observed, enforced and (iii) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Borrower shall comply with all obligations of Borrower under the Assignment of Management Agreement. The property management fee and all other fees payable under the Management Agreement shall not exceed four percent (4.0%) of the Gross Income from Operations. (b) Borrower shall not remove or replace the Manager (which, with respect to an Affiliated Manager, shall be deemed to occur upon a change of Control of the Manager) or terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect as it relates to the Property (collectively, a “Management Change”) without (i) Lender’s prior written consent, which it consent shall not be unreasonably withheld, delayed or conditioned and (ii) in the event that the Loan or any interest therein is awareincluded in a Securitization, a Rating Agency Confirmation if required by Lender. As conditions precedent to any replacement of the Manager, Borrower shall (i), and shall cause the new manager of the Property to execute an Assignment of Management Agreement in form and substance acceptable to Lender, (ii) cause the new manager to assume each and every other obligation of Manager under the Loan Documents, and (iii) pay all of Lender’s and any Rating Agency costs and expenses incurred in connection with such replacement (including, without limitation, all reasonable attorney’s fees) and (iv) promptly deliver an Additional Insolvency Opinion to Lender a copy if such new Manager is an Affiliated Manager. (c) Borrower hereby assigns to Lender as further security for the payment of each financial statement, business plan, capital expenditures plan, report the Debt and estimate received by it under the Management Agreement, and (v) promptly enforce for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the covenants required Management Agreement as it relates to be performed and observed by Manager under the Property or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in a commercially reasonable mannerany respect as it relates to the Property; provided that, Borrower shall not be required to obtain Lender’s consent with respect to any non-material changes, supplements, alterations or amendments to the Management Agreement. Any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender (if required pursuant to the preceding sentence) shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observedAgreement, then, without limiting Lender’s other rights or remedies under this Agreement or the generality of the other Loan Documentsprovisions of this Agreement, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreementobligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observedobserved to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. In no event Lender and any Person designated by Lender shall have, and are hereby granted, subject to the fee payable terms and conditions of, and the rights of tenants under the Leases, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any Interest Period exceed action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall, from time to time, cause Manager to deliver such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Fee Cap for Agreement as may be reasonably requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Applicable Interest Period Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the Lien of each Security Instrument and in no the other Loan Documents, and shall be immediately due and payable upon demand by Lender therefor. (d) Borrower covenants and agrees, that, if (i) an Event of Default exists, (iii) a default or event shall Borrower pay of default exists under the Management Agreement with respect to the Property beyond any applicable grace or become obligated to pay to Manager, any transition or termination costs or expenses, termination feescure period, or their equivalent in connection with (iv) Manager becomes insolvent, Borrower shall, at the Transfer request of a Lender, remove the Property or from the termination application of the Management Agreement. (b) If any one or more , and require Manager to transfer its responsibility for the management of the following events occurs: (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as Property to a result of any gross negligence, fraud, willful misconduct or misappropriation of funds)management company selected by, or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceedingotherwise acceptable to, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y).

Property Management. (a) Borrower shall cause each Mortgage Loan Borrower and Maryland Owner to (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under each Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the each Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it such Mortgage Loan Borrower or Maryland Owner under the any Management Agreement; (iv) promptly give notice to Lender of any notice or written information that Borrower, Mezzanine 1 Borrower or any Mortgage Loan Borrower or Maryland Owner receives which indicates that a Manager is terminating its Management Agreement or that a Manager is otherwise discontinuing its management of any Individual Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by a Manager under the each Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the (including by enforcing Mortgage Loan Borrower’s and Maryland Owner’s respective rights under each applicable Management Agreement on the part of Borrower and applicable law to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower ensure that it receives cash flow from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, each Individual Property to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreementwhich it is entitled). (b) If any one or more the applicable Manager is not an Affiliate of the following events occurs: a Borrower, if (i) an Event of Default shall be continuing and (ii) the applicable Mortgage Loan Borrower or Maryland Owner shall be entitled under the terms of the applicable Management Agreement to terminate any such Management Agreement on account thereof, Borrower shall cause the applicable Mortgage Loan Borrower or Maryland Owner, within thirty (30) days (or such longer period as is provided below) following the written request of Lender, to terminate the applicable Management Agreement in accordance with such Management Agreement, and replace such Manager with a Qualified Manager on terms and conditions and pursuant to a Management Agreement which (x) is satisfactory to Lender in its sole good faith discretion, (y) shall not provide for the payment of base management fees in excess of three percent (3%) of gross revenues for the applicable Individual Property; and (z) shall not provide for the payment of incentive fees without the prior consent of Lender, which consent may be granted or withheld by Lender in Lender’s sole discretion. If termination within thirty (30) days following written notice from Lender as provided in this Section 5.14(b) is not permitted under a Management Agreement, Borrower shall terminate the applicable Management Agreement within such longer period as may be reasonably required to terminate such Management Agreement pursuant to its terms, and shall appoint within such period of time a replacement Qualified Manager, provided that Borrower shall cause the applicable Mortgage Loan Borrower or Maryland Owner at all times to use diligent efforts to effect such termination and replacement and Lender shall not unreasonably delay any required approval. (c) If the applicable Manager is an Affiliated Manager, Borrower covenants and agrees with Lender that (i) after Borrower has knowledge of a forty-nine (49%) or more change in Control of the ownership of such Manager, Borrower will promptly give Lender notice thereof (a “Manager Control Notice”); and (ii) Lender shall have the right to require that Borrower cause the applicable Mortgage Loan Borrower or Maryland Owner to cause the applicable Management Agreement to be terminated at any time (A) for cause (including, but not limited to, the applicable Manager’s gross negligence, misappropriation of funds, willful misconduct or fraud), (B) at any time upon the occurrence of an Event of Default, or (iiC) upon Lender’s receipt of a Manager Control Notice with respect to such Affiliated Manager. In addition, at any time after September 30, 2012, if a Remington Performance Termination Event with respect to an Individual Property has occurred, Borrower shall be in material default under the Management Agreement beyond any applicable notice cause Mortgage Loan Borrower and cure period (including Maryland Owner to terminate Remington as a result Manager of any gross negligenceIndividual Property within forty-five (45) days following receipt of written notice from Lender; provided, fraudhowever, willful misconduct or misappropriation of funds)that with respect to the initial Remington Performance Termination Event, or (iii) Manager shall become insolvent or a debtor in if any, at any bankruptcy or insolvency proceedingIndividual Property, then Lender shall not have the right to require deliver such notice to Borrower solely as a result thereof so long as a Remington Performance Cure is achieved on or prior to the last day of the calendar quarter in which such Remington Performance Termination Event occurred. If a Remington Performance Cure is not achieved on or prior to such date or a subsequent Remington Performance Termination Event shall occur with respect to such Individual Property, then Borrower shall cause Mortgage Loan Borrower to replace terminate Remington as the Manager with respect to such Individual Property within forty-five (45) days following receipt of written notice from Lender to Borrower. In the event of a termination under this Section 5.14(c), Borrower shall cause the applicable Mortgage Loan Borrower or Maryland Owner to appoint a Qualified Manager which is not an Affiliated Manager within thirty (30) days after receipt of such notice of termination and enter into a Replacement the replacement Management Agreement shall (1) first be approved in writing by Lender in its sole good faith discretion, (2) shall provide for the payment of base management fees not to exceed three percent (3%), and (3) shall not provide for the payment of incentive fees without the prior consent of Lender, which consent may be granted or withheld by Lender in Lender’s sole discretion. In the event Lender delivers notice to Mortgage Loan Borrower or Maryland Owner to terminate any Affiliated Manager pursuant to the provisions of this Section 5.14(c), then Borrower shall not have the right, and shall not permit, Mortgage Loan Borrower or Maryland Owner to appoint an Affiliated Manager as a successor or replacement manager with respect to the applicable Individual Property. (d) Borrower may from time to time cause the applicable Mortgage Loan Borrower or Maryland Owner to terminate one (1) or more Management Agreements and to appoint a successor or replacement manager to manage one or more of the Individual Properties provided (i) such successor or replacement manager is a Qualified Manager, and (ii) the applicable Individual Property will be managed pursuant to a Management Agreement which (x) a Qualified Manager selected has been approved in writing by Borrower that is not an Affiliate of Borrower or Lender, in Lender’s sole good faith discretion; (y) another shall not provide for the payment of base management fees in excess of three percent (3%) of gross revenues for the applicable Individual Property; and (z) shall not provide for the payment of incentive fees without the prior consent of Lender, which consent may be granted or withheld by Lender in Lender’s sole discretion. If such successor or replacement manager is Remington, Lender shall be deemed to have approved the form of any replacement Management Agreement which is in the form of the Management Agreement attached hereto as Exhibit E (“Approved Form of Remington Management Agreement”), so long as (A) such Management Agreement does not provide for any of the following: (1) a base management fee in excess of three percent (3%) of gross revenues for the applicable Individual Property, (2) incentive fees in an amount greater than what is shown in the attached Approved Form of Remington Management Agreement, or (3) total management fees in excess of four percent (4%) of gross revenues for the applicable Individual Property; and (B) simultaneously with the execution and delivery of such replacement Management Agreement, Remington shall have executed and delivered to Lender a subordination and attornment agreement in the same form and substance as the Subordination of Management Agreement delivered by Remington to Lender on the Closing Date. Borrower agrees that it shall only cause the applicable Mortgage Loan Borrower or Maryland Owner to substitute a Manager with a new property manager chosen by Borrower and to the extent (1) the Franchisor under the Franchise Agreement for such Individual Property, if any, has approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is if required under the terms and provisions of the related Franchise Agreement; and (2) the Ground Lessor under the Ground Lease for such Individual Property, if any, has approved such replacement property manager if required under the terms and provisions of the related Ground Lease. Notwithstanding the foregoing, if Lender has delivered notice to Mortgage Loan Borrower or Maryland Owner to terminate Remington as Manager of any Individual Property pursuant to the provisions of Section 5.14(c), then Borrower shall not have the right, and shall not permit, Mortgage Loan Borrower or Maryland Owner to appoint Remington as a Qualified Manager successor or satisfies the conditions set forth in the foregoing clause (y)replacement manager with respect to any other Individual Property.

Property Management. (a) Borrower Master Lessee shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any material default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of material default or other material notice received by it Master Lessee under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Master Lessee receives which indicates that the Manager is terminating the Management Agreement or that the Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in Agreement, to the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower extent that such are determined by Master Lessee to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreementcommercially reasonable. (b) If at any one or more of the following events occurs: time, (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) an Event of Default has occurred and is continuing; or (iii) a default by Manager has occurred and is continuing under the Management Agreement, Master Lessee shall, at the request of Lender terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with a manager reasonably acceptable to Lender on terms and conditions reasonably satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then-prevailing market rates. (c) In addition to the foregoing, in the event that Lender, in Lender’s reasonable discretion, at any bankruptcy time prior to the termination of the Assignment of Management Agreement, determines that the Property is not being managed in accordance with generally accepted management practices for projects similarly situated, Lender may deliver written notice thereof to Master Lessee and Manager, which notice shall specify with particularity the grounds for Lender’s determination. If Lender reasonably determines that the conditions specified in Lender’s notice are not remedied to Lender’s reasonable satisfaction by Master Lessee or insolvency proceedingManager within thirty (30) days from the date of such notice or that Master Lessee or Manager have failed to diligently undertake correcting such conditions within such thirty (30) day period, then Lender shall have may direct Master Lessee to terminate the right to require Borrower Management Agreement and to replace Manager with a property manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (d) Master Lessee shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel the Management Agreement or otherwise replace Manager and or enter into a Replacement any other management agreement with respect to the Property; (ii) reduce or consent to the reduction of the term of the Management Agreement with Agreement; (xiii) a Qualified Manager selected by Borrower that is not an Affiliate increase or consent to the increase of Borrower the amount of any charges under the Management Agreement; or (yiv) another property manager chosen otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement. In connection with all requests for approvals or consents by Borrower and approved by Lender pursuant to this Section 5.14(d), the Lender; provided, that such ’s approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described deemed granted if not disapproved in the foregoing clause writing within ten (y10) and enter into a Replacement Management Agreement with such Person within sixty (60) days Business Days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that receipt of written request for such replacement property manager is a Qualified Manager or satisfies the conditions set forth approval in the foregoing clause an envelope marked “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (y)10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE LOAN AGREEMENT” together with all other information and documentation related thereto reasonably requested by Lender.

Property Management. Borrower shall cause the Properties to be operated, in all material respects, in accordance with the Management Agreement (or Replacement Management Agreement) as applicable. 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 cause Owner to enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. (a) Borrower shall or shall cause Owner to: (i) cause Manager to manage the Properties promptly perform and/or observe, in accordance with the Management Agreementall material respects, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower agreements required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any material default under the Management Agreement of which it is aware, aware that is not promptly cured by Manager; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Management Agreement, ; and (viv) promptly enforce the performance and observance of all of the covenants and agreements required to be performed and and/or observed by Manager under the Management Agreement Agreement, in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If any one or more of the following events occurs: Borrower shall not, and shall not permit Owner, without Lender’s prior consent (which consent shall not be unreasonably withheld): (i) to surrender, terminate or cancel the occurrence Management Agreement; provided, that Borrower or Owner may, without Lender’s consent, replace the Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement; (ii) to reduce or consent to the reduction of the term of the Management Agreement; (iii) to increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) to otherwise materially modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect. (c) During the continuance of an Event of Default, (ii) Manager Borrower shall be in material default not, and shall not permit Owner to exercise any rights, make any decisions, grant any approvals or otherwise take any action under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have without the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days prior consent of Lender, which consent may be withheld in Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)sole discretion.

Property Management. (a) Borrower shall cause Operating Lessee to (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower and Operating Lessee under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower or Operating Lessee receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of any Individual Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) unless managed by a Brand Manager, Lender has accelerated the occurrence Loan as a result of an Event of Default, Default hereunder; (iiiii) Manager shall be in material a default has occurred and is continuing under the Management Agreement beyond any applicable after the expiration of all notice and cure period periods contained thereunder; or (including as a result of any iv) Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds), Borrower shall or shall cause Operating Lessee to, at the request of Lender and if permitted pursuant to the terms of the Management Agreement or any other agreement of Manager, terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with a Qualified Manager pursuant to a Replacement Management Agreement. (c) Borrower shall not permit Operating Lessee to, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) except as provided in clause (e) below, surrender, terminate or cancel, or consent to the surrender, termination or cancellation of, the Management Agreement or replace Manager or enter into any other management agreement with respect to any Individual Property; (ii) consent to the assignment by Manager of its interest under the Management Agreement except to a Qualified Manager or (iii) if such action could reasonably be expected to have a Material Adverse Effect, (1) reduce or consent to the reduction of the term of the Management Agreement; (2) increase or consent to the increase of the amount of any charges under the Management Agreement; or (3) otherwise modify, change, supplement, alter or amend, or waive or release any of the terms and conditions under, the Management Agreement in any material respect. In the event that Borrower or Operating Lessee replaces Manager at any time during the term of Loan pursuant to this subsection, such Manager shall become insolvent be deemed to be a Qualified Manager. (d) Each request by Borrower for approval and consent by Lender pursuant to this Section 5.14 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a debtor withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.14(d), but Borrower shall pay any bankruptcy or insolvency proceedingout-of-pocket costs and expenses incurred by Lender. (e) Notwithstanding the foregoing, then Lender provided no Event of Default is continuing, Borrower and/or Operating Lessee shall have the right, and the right to require Borrower permit Manager, without the prior written approval of Lender (but upon prior written notice to replace the Manager and enter into Lender), to terminate a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not at an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by LenderIndividual Property; provided, that such approval however, it shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described an Event of Default hereunder in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person event that within sixty (60) days of Lender’s demand the termination of such Management (i) Borrower shall have failed (or shall have failed to replace cause Operating Lessee in the Managercase of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Management Agreement or (2) cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Management Agreement, then which cash shall be held and distributed in accordance with the terms of Section 9.9 hereof and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender may choose that a Replacement Management Agreement is in full force and effect at the replacement property manager provided that such replacement property manager applicable Individual Property; provided, however, (1) if the terminated Management Agreement was with a Brand Manager (for which no separate Franchise Agreement existed), and the Replacement Management Agreement is with a Qualified Manager that is not a Brand Manager, Borrower or satisfies Operating Lessee, as applicable, shall deliver evidence to Lender that it or Operating Lessee has entered into a Replacement Franchise Agreement within such sixty (60) day period and (2) if a Franchise Agreement for the conditions set forth in applicable Individual Property exists, and the foregoing clause Replacement Management Agreement is with a Brand Manager for which no separate Franchise Agreement is required by such Brand Manager, Borrower or Operating Lessee, as applicable, shall deliver evidence to Lender that it or Operating Lessee has terminated the existing Franchise Agreement within such sixty (y)60) day period.

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the agreement between Manager and Borrower pursuant to which the manager of the Property (iiithe “Manager”) is employed to perform management services for the Property (the “Management Agreement”) and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement Agreement. Except in connection with a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition replacement of the Management Agreement on with that certain Amended and Restated Management Agreement approved by Lender in connection the part closing of the Loan (the “Amended Management Agreement”) (with Borrower to be performed or observedand Lender hereby agreeing that after the Amended Management Agreement is put into place, then, without limiting Lender’s other rights or remedies under this Agreement or all references herein and in the other Loan DocumentsDocuments to the “Management Agreement” shall be deemed to refer to the Amended Management Agreement), and Borrower shall not, without waiving the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or releasing Borrower from delayed): (I) surrender, terminate or cancel the Management Agreement or otherwise replace Manager or enter into any other management agreement with respect to the Property; (II) reduce or consent to the reduction of its Obligations hereunder the term of the Management Agreement; (III) increase or consent to the increase of the amount of any charges under the Management Agreement; or (III) otherwise modify, Lender shall have the rightchange, but shall be under no obligationsupplement, to pay alter or amend, or waive or release any sums of its rights and to perform any act as may be appropriate to cause all the material termsremedies under, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observedin any material respect. In no the event that Borrower replaces Manager at any time during the term of Loan, such Manager shall the fee payable to be a Qualified Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement(defined below). (b) If any one or more During the existence of a Manager Termination Event (defined below), Borrower shall, at Lender’s direction, immediately terminate the following events occurs: Management Agreement and enter into a new property management agreement reasonably acceptable to Lender with a management company reasonably acceptable to Lender, which such new property management company must (i) the occurrence of an Event of Defaultbe a Qualified Manager, (ii) Manager shall not be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds)an affiliate of, or controlled by, Lender, and (iii) Manager shall become insolvent have not provided (nor agreed to provide) Lender (or a debtor in its affiliates) with any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y).compensation for being so

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under any Management Agreement entered into during the term of the Loan with lender's prior consent and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that the Manager is terminating the Management Agreement or that the Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement. Any Management Agreement in a commercially reasonable manner. If entered into by Borrower shall default in the performance or observance be assigned to Lender by an Assignment of any material term, covenant or condition of the Management Agreement on acceptable to Lender and Lender's counsel as additional collateral for the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management AgreementLoan. (b) If at any one or more of the following events occurs: time, (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) an Event of Default has occurred and is continuing; or (iii) a default has occurred and is continuing under the Management Agreement, Borrower shall, at the request of Lender, terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with a manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for the Manager and any bankruptcy replacement manager shall not exceed then prevailing market rates. (c) In addition to the foregoing, in the event that Lender, in Lender's reasonable discretion, at any time prior to the termination of the Assignment of Management Agreement, determines that the Property is not being managed in accordance with generally accepted management practices for projects similarly situated, Lender may deliver written notice thereof to Borrower and the Manager, which notice shall specify with particularity the grounds for Lender's determination. If Lender reasonably determines that the conditions specified in Lender's notice are not remedied to Lender's reasonable satisfaction by Borrower or insolvency proceedingthe Manager within thirty (30) days from the date of such notice or that Borrower or the Manager have failed to diligently undertake correcting such conditions within such thirty (30) day period, then Lender shall have may direct Borrower to terminate the right to require Borrower Management Agreement and to replace the Manager with a manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (d) Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel the Management Agreement or otherwise replace Manager or enter into a Replacement any other management agreement with respect to the Property; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)any material respect.

Property Management. (a) Borrower at all times shall provide competent and responsible management for the Properties by a Qualified Manager pursuant to the Existing Management Agreement or a Replacement Management Agreement. Except for replacing an Existing Manager with a Qualified Manager pursuant to a Replacement Management Agreement and the terms hereof, without Lender’s prior written consent both as to the form of the Management Agreement and the identity of Manager, Borrower shall not enter into, modify, amend or terminate any Management Agreement, or permit any change in control or identity of any Manager, or otherwise retain or terminate the services of any property management company. Without limitation, each Management Agreement shall provide (i) cause that the compensation to the Manager shall not exceed the Management Fee Cap and (ii) that the Management Agreement shall be terminable at Borrower’s option without penalty or premium (including without any transition or termination fees or expenses) on thirty (30) days’ notice or if required pursuant to manage the Properties Loan Documents. Any action or inaction of Manager within the scope of the rights and obligations of Borrower that are delegated to Manager under the Management Agreement shall be deemed attributed to Borrower for purposes of determining compliance with or Default under the Loan Documents. Borrower shall (x) in accordance with a commercially reasonable manner, perform all of its obligations and enforce all obligations of the Manager under each Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iiiy) promptly notify Lender of any default under the any Management Agreement of which it is aware, and (ivz) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures Capital Expenditures plan, report and estimate received by it under the Management Agreement, and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the each Management Agreement. (b) If any one or more of the following events occurs: (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected if any of the following occurs: (i) an Event of Default, (ii) any default by Borrower that Manager under the Management Agreement beyond any applicable cure period, (iii) in connection with any of the Properties or the Management Agreement, Manager is not an Affiliate grossly negligent or commits any act of Borrower fraud or willful misconduct, misappropriates funds or violates any criminal law, or (yiv) another property manager chosen by an Event of Bankruptcy occurs with respect to the Manager. Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new the replacement Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person the replacement Qualified Manager within sixty thirty (6030) days of Lender’s demand to replace the Manager; provided that if (x) an Event of Default has occurred and is continuing, (y) the Manager being replaced is an Affiliate of Borrower or (z) Borrower fails to enter into a Replacement Management Agreement with a replacement Qualified Manager within said period of thirty (30) days, then Lender may choose shall have the right to select the replacement property manager provided that such replacement property manager Qualified Manager. At the time the Replacement Management Agreement is a executed, Borrower shall cause (and Lender shall have the right to cause) the Qualified Manager or satisfies to execute and deliver an Assignment of Management Agreement, a Rent Deposit Account Control Agreement, and such other documents as Lender shall require to implement the conditions set forth purposes of the Loan Documents, all in form and substance satisfactory to Lender. Borrower hereby grants to Lender an irrevocable power of attorney, coupled with an interest, to enter into the foregoing clause (y)agreements and documents on behalf of Borrower.

Property Management. (a) Borrower shall (i) cause the Property to be managed by Manager pursuant to manage the Properties in accordance with the Management Agreement, Agreement (unless a new professional manager is approved in writing by Agent in which event the Property shall be managed by the new approved Manager pursuant to a new Management Agreement approved in writing by Agent) ; (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify Lender Agent of any default under the Management Agreement of which it is aware, ; (iv) if requested, promptly deliver to Lender Agent a copy of each financial statement, business plan, capital expenditures expenditure plan, and property improvement plan and any other notice, report and estimate received by it Borrower under the Management Agreement, ; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in Agreement, the failure of which covenants could cause a commercially reasonable mannerMaterial Adverse Effect. If Without Agent’s prior written consent (not to be unreasonably withheld), Borrower shall default in not (a) surrender, terminate, cancel, extend or renew the performance Management Agreement or observance otherwise replace the Manager or enter into any other management agreement; (b) reduce or consent to the reduction of any material term, covenant or condition the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges under the Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement; or (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement). If (i) an Event of Default shall be continuing, or (ii) upon the gross negligence, malfeasance or willful misconduct of the Manager, Borrower shall, at the request of Agent, terminate the Management Agreement and replace Manager with a replacement manager acceptable to Agent in Agent’s discretion and the applicable Rating Agencies on terms and conditions satisfactory to Agent and the part applicable Rating Agencies. Borrower’s failure to appoint an acceptable manager within thirty (30) days after Agent’s request of Borrower to terminate the Management Agreement shall constitute an immediate Event of Default. The Management Agreement is and shall be performed or observedsubject and subordinate in all respects to the liens, thenterms, without limiting Lender’s other rights or remedies under covenants and conditions of this Agreement or Agreement, the Mortgage and the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreementto all renewals, Lender shall have the rightmodifications, but shall be under no obligationconsolidations, to pay any sums replacements and extensions thereof, and to perform any act as all advances heretofore made or which may hereafter be appropriate made pursuant to cause all the material terms, covenants and conditions terms of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If any one or more of the following events occurs: (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period Loan Documents (including as a result all sums advanced for the purposes of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected protecting or further securing the lien of the Mortgage, curing defaults by Borrower that is not an Affiliate of Borrower under the Loan Documents or for any other purposes expressly permitted by the Loan Documents or (y) another property manager chosen by Borrower and approved by Lender; providedconstructing, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager renovating, repairing, furnishing, fixturing or a replacement Manager that satisfies equipping the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)Property.

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of any Individual Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable mannerAgreement. If Borrower shall default in the performance or observance of any material term, covenant or condition Lender hereby acknowledges that as of the Management Agreement on the part of Borrower to be performed or observeddate hereof, thenPrism Hospitality, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to L.P. is an acceptable Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any a bankruptcy or insolvency proceeding, (ii) an Event of Default has occurred and is continuing; (iii) a default has occurred and is continuing under the Management Agreement; or (iv) at any time the Net Operating Income for the Properties then Lender shall have encumbered by a Mortgage for the right immediately preceding twelve (12) month period is less than 75% of the Closing NOI for such Properties, Borrower shall, at the request of Lender, terminate the Management Agreement upon thirty (30) days prior notice to require Borrower to replace the Manager and replace Manager no later than the later of thirty (30) days after such notice or within five (5) days of the actual date of termination with a Qualified Manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (c) Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed, except as provided above): (i) surrender, terminate or cancel the Management Agreement or otherwise replace Manager or enter into any other management agreement with respect to any Individual Property; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect. In the event that Borrower replaces Manager at any time during the term of Loan pursuant to this subsection, such Manager shall be a Qualified Manager. (d) In the event Manager terminates the Management Agreement, Borrower shall replace Manager with a Qualified Manager within fifteen (15) days of such termination. Such Qualified Manager shall assume management of the applicable Individual Property pursuant to a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)Agreement.

Property Management. (a) Each Borrower and Maryland Owner shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under each Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the each Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower or Maryland Owner under the any Management Agreement, ; (iv) promptly give notice to Lender of any notice or written information that Borrower or Maryland Owner receives which indicates that a Manager is terminating the related Management Agreement or that Manager is otherwise discontinuing its management of any Individual Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by a Manager under the each Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the (including by diligently enforcing Borrower’s and Maryland Owner’s respective rights under each applicable Management Agreement on the part of Borrower and applicable law to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower ensure that it receives cash flow from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, each Individual Property to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreementwhich it is entitled). (b) If any one or more the applicable Manager is not an Affiliate of the following events occurs: a Borrower, if (i) an Event of Default shall be continuing and (ii) the applicable Borrower or Maryland Owner shall be entitled under the terms of the Management Agreement to terminate any Management Agreement on account thereof, the applicable Borrower or Maryland Owner shall, at the written request of Lender, terminate the applicable Management Agreement in accordance with such Management Agreement, and replace such Manager with a Qualified Manager on terms and conditions and pursuant to a Management Agreement which (i) is satisfactory to Lender in its sole good faith discretion; (ii) shall not provide for the payment of base management fees in excess of three percent (3%) of gross revenue for the applicable Individual Property, and (iii) shall not provide for the payment of any incentive fees without the prior written consent of Lender, which consent may be granted or withheld by Lender in Lender’s sole discretion. Within thirty (30) days after Lender’s written request, Borrower or Maryland Owner, as applicable, shall appoint a replacement manager pursuant to such a management agreement (which agreement shall be subject to the approval of Lender in its sole good faith discretion and shall not provide for the payment of base management fees in excess of three percent (3%) of gross revenue for the applicable Individual Property or the payment of any incentive fees) and shall in fact terminate the applicable Management Agreement to the extent termination in thirty (30) days is permitted under such Management Agreement (or such longer period as may be reasonably required to terminate such Management Agreement pursuant to its terms, and appoint and/or obtain any approval of such replacement manager required by Lender provided that Borrowers at all times use diligent efforts to effect such termination and replacement and Lender does not unreasonably delay any required approval). If the applicable Management Agreement is not terminable within thirty (30) days, Borrower or Maryland Owner, as the case may be, shall upon Lender’s written request in accordance with this Section terminate the applicable Management Agreement within the shortest period permitted under such Management Agreement for termination following a default (as opposed to any no fault termination right). (c) If the applicable Manager is an Affiliated Manager, Borrower and Maryland Owner covenant and agree with Lender that (i) after Borrower or Maryland Owner has knowledge of a forty-nine (49%) or more change in Control of the ownership of Manager, Borrower and Maryland Owner will promptly give Lender notice thereof (a “Manager Control Notice”) and (ii) Lender shall have the right to cause the Management Agreement to be terminated by Borrower and Maryland Owner at any time (A) for cause (including, but not limited to, the applicable Manager’s gross negligence, misappropriation of funds, willful misconduct or fraud), (B) at any time upon the occurrence of an Event of Default, or (iiC) upon Lender’s receipt of a Manager Control Notice with respect to such Affiliated Manager. In addition, at any time after September 30, 2012, Borrower and Maryland Owner shall be in material default under the Management Agreement beyond any applicable notice and cure period (including terminate Remington as a result Manager of any gross negligenceIndividual Property within forty-five (45) days following written notice from Lender to Borrower if a Remington Performance Termination Event with respect to such Individual Property has occurred; provided, fraudhowever, willful misconduct or misappropriation of funds)that with respect to the initial Remington Performance Termination Event, or (iii) Manager shall become insolvent or a debtor in if any, at any bankruptcy or insolvency proceedingIndividual Property, then Lender shall not have the right to require deliver such notice to Borrower solely as a result thereof so long as a Remington Performance Cure is achieved on or prior to the last day of the calendar quarter in which such Remington Performance Termination Event occurred. If a Remington Performance Cure is not achieved on or prior to such date or a subsequent Remington Performance Termination Event shall occur with respect to such Individual Property, then within forty-five (45) days following written notice from Lender to Borrower, Borrower shall terminate Remington as the Manager with respect to such Individual Property. In the event of a termination under this Section 5.14(c), Borrower shall appoint a Qualified Manager which is not an Affiliated Manager within thirty (30) days after receipt of such notice of termination and the replacement Management Agreement shall (1) first be approved in writing by Lender in its sole good faith discretion, (2) shall provide for the payment of base management fees not to exceed three percent (3%), and (3) shall not provide for the payment of incentive fees without the prior consent of Lender, which consent may be granted or withheld by Lender in Lender’s sole discretion. In the event Lender delivers notice to Borrower to replace terminate any Affiliated Manager pursuant to the provisions of this Section 5.14(c), then Borrower shall not have the right, and shall not permit, Maryland Owner to appoint an Affiliated Manager as a successor or replacement manager with respect to the applicable Individual Property. (d) Borrower and enter into Maryland Owner may from time to time terminate one (1) or more Management Agreements and appoint a Replacement successor or replacement manager to manage one or more of the Individual Properties provided that (i) such successor or replacement manager is a Qualified Manager, (ii) the applicable Individual Property will be managed pursuant to a Management Agreement with which (w) has been approved in writing by Lender, in Lender’s sole good faith discretion; (x) shall not provide for the payment of base management fees in excess of three percent (3%) of gross revenues for the applicable Individual Property; and (z) shall not provide for the payment of incentive fees without the prior consent of Lender, which consent may be granted or withheld by Lender in Lender’s sole discretion. If such successor or replacement manager is Remington, Lender shall be deemed to have approved the form of any replacement Management Agreement which is in the form of the Management Agreement attached hereto as Exhibit E (the “Approved Form of Remington Management Agreement”), so long as (A) such Management Agreement does not provide for any of the following: (1) a Qualified Manager selected base management fee in excess of three percent (3%) of gross revenues for the applicable Individual Property, (2) incentive fees in an amount greater than what is shown in the attached Approved Form of Remington Management Agreement, and (3) total management fees in excess of four percent (4%) of gross revenues for the applicable Individual Property; and (B) simultaneously with the execution and delivery of such replacement Management Agreement, Remington shall have executed and delivered to Lender a subordination and attornment agreement in the same form and substance as the Subordination of Management Agreement delivered by Borrower that is not an Affiliate Remington to Lender on the Closing Date. Each of Borrower or (y) another and Maryland Owner agrees that it shall only substitute a Manager with a new property manager chosen by Borrower and to the extent (1) Franchisor under the Franchise Agreement for such Individual Property, if any, has approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager if required under the terms and provisions of the related Franchise Agreement; and (2) the Ground Lessor under the Ground Lease for such Individual Property, if any, has approved such replacement property manager if required under the terms and provisions of the related Ground Lease. Notwithstanding the foregoing, if Lender has delivered notice to Borrower or Maryland Owner to terminate Remington as Manager of any Individual Property pursuant to the provisions of Section 5.14(c), then Borrower and Maryland Owner shall not have the right to appoint Remington as a successor or replacement manager with respect to any other Individual Property. (e) [Intentionally Omitted.] (f) Subject to Borrower’s rights under Section 5.14(d), Section 5.14(h), and Section 5.14(i), neither Borrower nor Maryland Owner shall, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) surrender, terminate (other than in connection with an enforcement thereof by Borrower or Maryland Owner when termination is a Qualified permitted remedy) or cancel the Management Agreement or otherwise replace Manager or satisfies enter into any other management agreement with respect to the conditions set forth Property; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) modify or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect, provided however, that the foregoing clause deletion or addition of an Individual Property due to a Property Release pursuant to Section 2.5 hereof shall not be deemed to be an amendment of a Management Agreement that requires Lender’s approval. (yg) If during the term of the Loan Borrower or Maryland Owner replaces any Manager with a new property manager that is an Affiliated Manager, Borrower and Maryland Owner shall deliver to Lender an opinion as to non-consolidation issues between Borrower, Maryland Owner (if applicable) and such Affiliated Manager, such opinion to be reasonably acceptable to Lender and the Rating Agencies. (h) Subject to Borrower’s compliance with the other requirements of Section 5.14(d), Lender’s consent shall not be required to the replacement of, and Borrower may replace at any time, XxXxxxxx Manager with Remington as the Manager of the Courtyard Savannah Individual Property and/or the Residence Inn Tampa Individual Property. Borrower shall not be required to obtain a No Downgrade Confirmation in connection with such replacement. (i) Subject to Borrower’s compliance with the other requirements of Section 5.14(d), Lender’s consent shall not be required for the replacement of, and Borrower may replace, the Manager of the Hyatt Windwatch Property with Remington at any time prior to the six (6) month anniversary of the Closing Date, so long as, simultaneously with such replacement, Borrower enters into a Franchise Agreement with a Qualified Franchisor in accordance with the terms of Section 5.23 and Section 5.24 of this Agreement.

Property Management. (a) Borrower shall cause Mortgage Borrower to cause Operating Lessee to (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Mortgage Borrower and Operating Lessee under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Mortgage Borrower or Operating Lessee receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of any Individual Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, if at any one or more of the following events occurs: time, (i) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) unless managed by a Brand Manager, Lender has accelerated the occurrence Loan as a result of an Event of Default, Default hereunder; (iiiii) Manager shall be in material a default has occurred and is continuing under the Management Agreement beyond any applicable after the expiration of all notice and cure period periods contained thereunder, or (including as a result of any iv) Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds, Borrower shall, at the request of Lender and if permitted pursuant to the terms of the Management Agreement or any other agreement of Manager, cause Mortgage Borrower to cause Operating Lessee to terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with a Qualified Manager pursuant to a Replacement Management Agreement. (c) Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed), permit Mortgage Borrower to permit Operating Lessee to: (i) except as provided in clause (e) below, surrender, terminate or cancel, or consent to the surrender, termination or cancellation of, the Management Agreement or replace Manager or enter into any other management agreement with respect to any Individual Property; (ii) consent to the assignment by Manager of its interest under the Management Agreement except to a Qualified Manager or (iii) if such action could reasonably be expected to have a Material Adverse Effect, (1) reduce or consent to the reduction of the term of the Management Agreement; (2) increase or consent to the increase of the amount of any charges under the Management Agreement; or (3) otherwise modify, change, supplement, alter or amend, or waive or release any of the terms and conditions under, the Management Agreement in any material respect. In the event that Borrower or Mortgage Borrower or Operating Lessee replaces Manager at any time during the term of Loan pursuant to this subsection, such Manager shall become insolvent be deemed to be a Qualified Manager. (d) Each request by Borrower for approval and consent by Lender pursuant to this Section 5.14 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a debtor withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.14(d), but Borrower shall pay any bankruptcy or insolvency proceedingout-of-pocket costs and expenses incurred by Lender. (e) Notwithstanding the foregoing, then Lender provided no Event of Default is continuing, Borrower shall have the right to require cause Mortgage Borrower to replace cause Operating Lessee, and the Manager right to permit Manager, without the prior written approval of Lender (but upon prior written (i) Borrower shall have failed (or shall have failed to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Management Agreement or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Management Agreement, which Cash shall be held and enter into distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Management Agreement is in full force and effect at the applicable Individual Property; provided, however, (1) if the terminated Management Agreement was with a Brand Manager (x) for which no separate Franchise Agreement existed), and the Replacement Management Agreement is with a Qualified Manager selected by Borrower that is not an Affiliate of a Brand Manager or Borrower, shall deliver evidence to Lender that Mortgage Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter Operating Lessee has entered into a Replacement Management Franchise Agreement with within such Person within sixty (60) days of Lender’s demand to replace day period and (2) if a Franchise Agreement for the Managerapplicable Individual Property exists, then Lender may choose and the replacement property manager provided that Replacement Management Agreement is with a Brand Manager for which no separate Franchise Agreement is required by such replacement property manager is a Qualified Brand Manager or satisfies Borrower, shall deliver evidence to Lender that Mortgage Borrower or Operating Lessee has terminated the conditions set forth in the foregoing clause existing Franchise Agreement within such sixty (y)60) day period.

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that the Manager is terminating the Management Agreement or that the Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) an Event of Default has occurred and is continuing; or (iii) a default has occurred and is continuing under the Management Agreement, Borrower shall, at the request of Lender, terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with a manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (c) In addition to the foregoing, in the event that Lender, in Lender’s reasonable discretion, at any bankruptcy time prior to the termination of the Assignment of Management Agreement, determines that the Property is not being managed in accordance with generally accepted management practices for projects similarly situated, Lender may deliver written notice thereof to Borrower and the Manager, which notice shall specify with particularity the grounds for Lender’s determination. If Lender reasonably determines that the conditions specified in Lender’s notice are not remedied to Lender’s reasonable satisfaction by Borrower or insolvency proceedingthe Manager within thirty (30) days from the date of such notice or that Borrower or the Manager have failed to diligently undertake correcting such conditions within such thirty (30) day period, then Lender shall have may direct Borrower to terminate the right to require Borrower Management Agreement and to replace the Manager with a manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (d) Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel the Management Agreement or otherwise replace Manager or enter into a Replacement any other management agreement with respect to the Property; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)any material respect.

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that the Manager is terminating the Management Agreement or that the Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any a bankruptcy proceeding; (ii) an Event of Default has occurred and is continuing; or insolvency proceeding(iii) a default has occurred and is continuing under the Management Agreement, Borrower shall, at the request of Lender, terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with a manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (c) In addition to the foregoing, in the event that Lender, in Lender’s reasonable discretion, determines that the Property is not being managed in accordance with generally accepted management practices for projects similarly situated, Lender may deliver written notice thereof to Borrower and the Manager, which notice shall specify with particularity the grounds for Lender’s determination. If Lender reasonably determines that the conditions specified in Lender’s notice are not remedied to Lender’s reasonable satisfaction by Borrower or the Manager within thirty (30) days from the date of such notice or that Borrower or the Manager have failed to diligently undertake correcting such conditions within such thirty (30) day period, Lender may direct Borrower to terminate the right to require Borrower Management Agreement and to replace the Manager with a manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (d) Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel the Management Agreement or otherwise replace Manager or enter into a Replacement any other management agreement with respect to the Property; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)any material respect.

Property Management. (a) Each Borrower or Operating Lessee represents, warrants and covenants that each Property shall (i) cause at all times be managed by an Acceptable Property Manager pursuant to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware, (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement, and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a an Acceptable Property or the termination of the Management Agreement. (b) If Notwithstanding any one provision to the contrary contained herein or more in the other Loan Documents, except as provided in this Section 11.1(b), no Borrower or Operating Lessee may amend, modify, supplement, alter or waive any right under any Property Management Agreement without the receipt of a Rating Confirmation. Without the receipt of a Rating Confirmation, a Borrower or Operating Lessee shall be permitted to make any nonmaterial modification, change, supplement, alteration or amendment to any Property Management Agreement and to waive any nonmaterial rights thereunder, provided that no such modification, change, supplement, alteration, amendment or waiver shall affect the cash management procedures set forth in the Property Management Agreements or the Loan Documents, decrease the cash flow of the following events occurs: (i) applicable Property covered thereunder, adversely affect the occurrence marketability of an Event the applicable Property covered thereunder, change the definitions of Default"default" or "event of default," change the definitions of "operating expense" or words of similar meaning to add additional items to such definitions, (ii) Manager shall be in material default under change the definitions of "owner's distribution" or "owner's equity" or "debt service amount" or words of similar meaning so as to reduce the payments due the related Borrower thereunder, change the timing of remittances to the related Borrower or Operating Lessee thereunder, increase or decrease reserve requirements, change the term of such Property Management Agreement beyond or increase any applicable notice Management Fees payable under such Property Management Agreement. (c) A Borrower or Operating Lessee may enter into a new Property Management Agreement with an Acceptable Property Manager upon receipt of a Rating Confirmation with respect to such Property Management Agreement. (d) Borrower and cure period Operating Lessee hereby agrees that subject to the terms of the respective Property Management Agreement (including as a result of modified by any gross negligenceagreement with Managers) or Acceptable Property Management Agreements, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower terminate and replace property managers subsequent to replace (i) an Event of Default under this Agreement and (ii) an acceleration of the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)Loan.

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the agreement between Manager and Borrower pursuant to which the manager of the Property (iiithe “Manager”) is employed to perform management services for the Property (the “Management Agreement”) and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable mannerAgreement. If Borrower shall default in not, without the performance prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or observance delayed): (i) surrender, terminate or cancel the Management Agreement or otherwise replace Manager or enter into any other management agreement with respect to the Property; (ii) reduce or consent to the reduction of any material term, covenant or condition the term of the Management Agreement on Agreement; (iii) increase or consent to the part increase of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from amount of any of its Obligations hereunder or charges under the Management Agreement; or (iv) otherwise modify, Lender shall have the rightchange, but shall be under no obligationsupplement, to pay alter or amend, or waive or release any sums of its rights and to perform any act as may be appropriate to cause all the material termsremedies under, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observedin any material respect. In no the event that Borrower replaces Manager at any time during the term of Loan, such Manager shall the fee payable to be a Qualified Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement(defined below). (b) If any one or more of In the following events occurs: event that (i) the occurrence of an Event of DefaultDefault occurs and is not cured within the applicable cure period (if any) or waived, (ii) Manager shall be become a debtor in a proceeding under any applicable Insolvency Laws (as defined in the Note), or (iii) a material default by Manager has occurred and is continuing under the Management Agreement beyond any applicable grace, notice and or cure period (including as a result periods thereunder, then, upon the occurrence of any gross negligenceof the events described in clauses (i) through (iii) above, fraudBorrower shall, willful misconduct at Lender’s direction, immediately terminate the Management Agreement and enter into a new property management agreement reasonably acceptable to Lender with a management company reasonably acceptable to Lender, which such new property management company must (i) be a Qualified Manager, (ii) not be an affiliate of, or misappropriation controlled by, Lender, and (iii) have not provided (nor agreed to provide) Lender (or its affiliates) with any compensation for being so named. In the event Lender directs Borrower to engage a professional third party property manager, then Borrower shall engage such a property manager pursuant to an agreement reasonably acceptable to Lender, and Borrower and such manager shall execute an agreement acceptable to Lender conditionally assigning Borrower’s interest in such management agreement to Lender and subordinating manager’s right to receive fees and expenses under such agreement while the Debt remains outstanding. In no event shall Lender or Borrower be liable for any termination, severance or other fees to Manager or others resulting from any termination of fundsany property management agreement (including, without limitation the Management Agreement). (c) As used herein, the term “Qualified Manager” shall mean (I) American Assets, Inc. (“AAI”), CB Xxxxxxx Xxxxx, Xxxxxxx and Xxxxxxxxx or Xxxxxxx and Xxxxx (unless such entity (A) is the entity being replaced as property manager or (B) has suffered a material adverse change in its general business standing or reputation from that as exists as of the date hereof (as reasonably determined by Lender)), or (iiiII) Manager a reputable and experienced professional management organization (a) which manages, together with its affiliates, at least 2,000,000 square feet of gross leasable area (including all anchor space), exclusive of the Property and (b) approved by Lender, which approval shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then not have been unreasonably withheld and for which Lender shall have received (i) written confirmation from the right to require Borrower to replace Rating Agencies that the Manager and enter into employment of such manager will not result in a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate downgrade, withdrawal or qualification of Borrower the initial, or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Managerif higher, then Lender may choose the replacement property manager provided that such replacement property manager is current ratings issued in connection with a Qualified Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, and (ii) with respect to any Affiliated Manager or satisfies the conditions set forth in the foregoing clause (ydefined below), a New Non-Consolidation Opinion (defined below).

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware, (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement, and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If any one or more of the following events occurs: (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose chose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y).

Property Management. (a) In the event that the FFIC Lease is no longer in full force and effect, the Property shall be managed by a Qualified Manager pursuant to a Management Agreement. (b) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that the Manager is terminating the Management Agreement or that the Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable mannerAgreement. If Notwithstanding the foregoing, Borrower shall default not be permitted to pay the Manager a management fee in the performance or observance excess of any material term, covenant or condition five percent (5%) of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions gross revenues of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If any one or more of the following events occurs: (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice for the Property, unless and cure period (including as a result until Borrower has paid to Lender all amounts then due and owing by Borrower under the Loan Documents. Borrower shall execute and deliver to Lender an Assignment of Management Agreement simultaneously with the execution of any gross negligenceManagement Agreement, fraudand to the extent that any Manager under any Management Agreement is an Affiliated Manager, willful misconduct or misappropriation of funds)Borrower shall deliver to Lender a revised substantive non-consolidation opinion with respect to such Affiliated Manager. (c) If at any time, or (iiii) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) an Event of Default has occurred and is continuing and Lender has accelerated the Debt; or (iii) a default by Manager has occurred and is continuing under the Management Agreement beyond any bankruptcy or insolvency proceedingnotice and cure period provided in the Management Agreement, then Lender shall have Borrower shall, at the right request of Lender, terminate the Management Agreement upon thirty (30) days prior notice to require Borrower to replace the Manager and enter into a Replacement Management Agreement replace Manager with (x) a Qualified Manager selected approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (d) (intentionally deleted). (e) Borrower that is shall not, without the prior written consent of Lender (which consent shall not an Affiliate be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel the Management Agreement or otherwise replace Manager or enter into any other management agreement with respect to the Property; (ii) reduce or consent to the reduction of Borrower the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (yiv) another property manager chosen by otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect. In the event that Borrower and approved by Lender; providedengages or replaces Manager at any time during the term of Loan pursuant to this subsection, that such approval Manager shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)Manager.

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of the related Individual Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) an Event of Default has occurred and is continuing; (iii) a default has occurred and is continuing under any bankruptcy or insolvency proceedingManagement Agreement, then Borrower shall, at the request of Lender shall have terminate the right Management Agreement upon thirty (30) days prior notice to require Borrower to replace the Manager and enter into a Replacement Management Agreement replace Manager with (x) a Qualified Manager selected approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (c) In addition to the foregoing, in the event that Lender, in Lender’s reasonable discretion, at any time prior to the termination of the Assignment of Management Agreement, determines that an Individual Property is not being managed in accordance with generally accepted management practices for projects similarly situated, Lender may deliver written notice thereof to Borrower and Manager, which notice shall specify with particularity the grounds for Lender’s determination. If Lender reasonably determines that the conditions specified in Lender’s notice are not remedied to Lender’s reasonable satisfaction by Borrower or Manager within thirty (30) days from the date of such notice or that is not an Affiliate of Borrower or Manager have failed to diligently undertake correcting such conditions within such thirty (y30) another property manager chosen by day period, Lender may direct Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies terminate the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand and to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is Manager with a Qualified Manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (d) Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or satisfies delayed): (i) surrender, terminate or cancel the conditions set forth Management Agreement or otherwise replace Manager or enter into any other management agreement with respect to the related Individual Property; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect. In the foregoing clause event that Borrower replaces Manager at any time during the term of the Loan pursuant to this subsection, such Manager shall be a Qualified Manager. (y)e) If during the term of the Loan the Borrower replaces the Manager with a new property manager that is an Affiliated Manager, the Borrower shall deliver to Lender an opinion as to non-consolidation issues between the Borrower and such Affiliated Manager, such opinion to be acceptable to the Lender and the Rating Agencies.

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any material default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of an Event of Default, Default under Section 11.1(a) hereof has occurred and is continuing; or (ii) Manager shall be in material is not an Affiliated Manager and either (A) a default has occurred and is continuing under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iiiB) Manager shall has become insolvent or a debtor in any a bankruptcy or insolvency proceeding, Borrower shall, at the request of Lender, terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with a Qualified Manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (c) Intentionally deleted. (d) Any entity Controlled by MHC or MHCOP shall be deemed Qualified Manager. Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel the Management Agreement or otherwise replace Manager or enter into any other management agreement with respect to the Property; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect, provided, however, that if Manager is Controlled by MHC or MHCOP, then Borrower shall have the right to require enter into amendments to the Management Agreement (1) which are consistent with good operating practices, (2) which do not increase any of the fees or other similar charges payable by Borrower thereunder and (3) which do not otherwise materially increase any of Borrower's obligations thereunder, and Borrower shall have the right to replace the Manager and enter into a Replacement Management Agreement new management agreement with (x) a Qualified Manager selected another entity Controlled by Borrower that is not an Affiliate of Borrower MHC or (y) another property manager chosen by Borrower MHCOP on substantially the same terms and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation conditions as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions those set forth in the foregoing clause (y)Management Agreement approved by Lender in connection with the closing of the Loan and otherwise in accordance with the terms permitted hereunder, without the consent of Lender. In the event that Borrower replaces Manager at any time during the term of Loan pursuant to this subsection, such Manager shall be a Qualified Manager.

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the agreement between Manager and Borrower pursuant to which the property manager of the Property (iiithe “Manager”) is employed to perform management services for the Property (the “Management Agreement”) and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable mannerAgreement. If Subject to the last sentence of this subsection, Borrower shall default in not, without the performance prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or observance delayed): (i) surrender, terminate or cancel the Management Agreement or otherwise replace Manager or enter into any other management agreement with respect to the Property (provided, that, the foregoing shall not be deemed to prohibit Manager from sub-contracting some of any its responsibilities under the Management Agreement provided that Manager retains responsibility and control of all material term, covenant management decisions); (ii) reduce or condition consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement on in any material respect. In the part event that Borrower replaces Manager at any time during the term of Borrower Loan, such Manager shall be a Qualified Manager (defined below). Notwithstanding anything to be performed the contrary contained herein or observed, then, without limiting Lender’s other rights or remedies under this Agreement or in the other Loan Documents, Lender’s receipt of a New Non-Consolidation Opinion shall be a condition precedent to any appointment of an Affiliated Manager (defined below) as Manager for the Property. Borrower may terminate any Manager without Lender’s consent, provided, that, Borrower provides Lender (A) ten (10) days prior written notice of such termination, (B) evidence that a Qualified Manager has been engaged to manage the Property pursuant to a Replacement Management Agreement (defined below) effective as of the date of termination of the terminated Manager, (C) a duly executed copy of the Replacement Management Agreement, (D) to the extent such replacement Manager is an Affiliated Manager, a New Non-Consolidation Opinion and (E) evidence reasonably acceptable to Lender that either (I) no termination or similar fees are due in connection with the termination of the then current Manager or (II) Borrower has sufficient sums to pay any such fees without waiving or releasing adversely impacting the cash flow of the Property and/or Borrower from any of its Obligations ability to perform hereunder or under the Management Agreementother Loan Documents. (b) During the existence of a Manager Termination Event (defined below), Lender shall have the rightBorrower shall, but shall be under no obligationat Lender’s direction, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of immediately terminate the Management Agreement on and enter into a new property management agreement reasonably acceptable to Lender with a management company reasonably acceptable to Lender, which such new property management company must (i) be a Qualified Manager, (ii) not be an affiliate of, or controlled by, Lender, and (iii) have not provided (nor agreed to provide) Lender (or its affiliates) with any compensation for being so named. In the part of event Lender directs Borrower to be performed engage a professional third party property manager or observedsuch manager is otherwise engaged in accordance with the terms and conditions hereof, then Borrower shall engage such a property manager pursuant to an agreement reasonably acceptable to Lender, and Borrower and such manager shall execute an agreement acceptable to Lender conditionally assigning Borrower’s interest in such management agreement to Lender and subordinating manager’s right to receive fees and expenses under such agreement while the Debt remains outstanding (such replacement management agreement and such assignment and subordination thereof in favor of Lender, collectively, the “Replacement Management Agreement”). In no event shall the fee payable Lender or Borrower be liable for any termination, severance or other fees to Manager for or others resulting from any Interest Period exceed termination of any property management agreement (including, without limitation the Management Fee Cap for Agreement). (c) As used herein, (1) the term “Qualified Manager” shall mean (I) American Assets, Inc. or Outrigger Enterprises, Inc. (unless such Interest Period and entity (A) is the entity being replaced as property manager or (B) has suffered a material adverse change in no event shall Borrower pay its general business standing or become obligated to pay to Manager, any transition or termination costs or expenses, termination feesreputation from that as exists as of the date hereof (as reasonably determined by Lender)), or their equivalent (II) a reputable and experienced professional management organization (a) which manages, together with its affiliates, at least 2,000,000 square feet of gross leasable area (including all anchor space), exclusive of the Property (or such lesser amount as may be reasonably acceptable to Lender) and (b) approved by Lender, which approval may not unreasonably be withheld or delayed, and for which Lender shall have received written confirmation from the Rating Agencies (as defined in the Cash Management Agreement) that the employment of such manager will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings issued in connection with a Securitization, or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization and (2) the Transfer of a Property or the termination of the Management Agreement. (b) If any one or more of the following events occurs: term “Manager Termination Event” shall be an event occurring upon (i) the occurrence of an Event of DefaultDefault (which such Manager Termination Event shall continue until Borrower’s cure, if applicable, of the applicable Event of Default and Lender’s acceptance of such cure (whether voluntarily or required by law), provided, that, so long as Manager is one of the entities referenced in clause (I) of this paragraph, Lender shall provide notice to Borrower and Manager of the applicable Event of Default and shall give Borrower an opportunity to cure such Event of Default within ten (10) days of such notice before such Event of Default will constitute a Manager Termination Event), (ii) Manager shall be becoming insolvent or a debtor in a proceeding under any applicable Insolvency Laws (as defined in the Note), or (iii) the occurrence and continuance of a material default under the Management Agreement by Manager beyond any applicable grace, notice and or cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)periods.

Property Management. (a) Each Borrower represents, warrants and covenants that it shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware, (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement, and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate Property Owner and/or Operating Lessee to cause each Property to at all the material terms, covenants and conditions of the Management Agreement on the part of Borrower times be managed by an Acceptable Property Manager pursuant to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a an Acceptable Property or the termination of the Management Agreement. (b) If Notwithstanding any one provision to the contrary contained herein or more in the other Loan Documents, except as provided in this Section 11(b), Borrowers may not permit any Property Owner and/or Operating Lessee to amend, modify, supplement, alter or waive any right under any Property Management Agreement without the receipt of the following events occurs: approval of the Lender (i) which approval shall not be unreasonably withheld or delayed). Without the occurrence receipt of an Event the approval of DefaultLender, (ii) Manager shall be in material default under the Borrowers may permit a Property Owner and/or Operating Lessee to make any nonmaterial modification, change, supplement, alteration or amendment to any Property Management Agreement beyond and to waive any nonmaterial rights thereunder, provided that no such modification, change, supplement, alteration, amendment or waiver shall affect the cash management procedures set forth in the Property Management Agreements or the Senior Loan Documents, decrease the cash flow of the applicable notice Property covered thereunder, adversely affect the marketability of the applicable Property covered thereunder, change the definitions of “default” or “event of default,” change the definitions of “operating expense” or words of similar meaning to add additional items to such definitions, change the definitions of “owner’s distribution” or “owner’s equity” or “debt service amount” or words of similar meaning so as to reduce the payments due the related Property Owner and/or Operating Lessee thereunder, change the timing of remittances to the related Property Owner and/or Operating Lessee thereunder, increase or decrease reserve requirements, change the term of such Property Management Agreement or increase any management fees payable under such Property Management Agreement. (c) Borrowers may permit a Property Owner and/or Operating Lessee to enter into a new Property Management Agreement with an Acceptable Property Manager upon receipt of the approval of the Property Management Agreement by the Lender (which approval shall not be unreasonably withheld or delayed). (d) Borrowers hereby agree that subject to the terms of the respective Property Management Agreement, Agreements with Managers (as defined in the Senior Loan Agreement) and cure period (including as a result of any gross negligenceAcceptable Property Management Agreements, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower terminate and replace property managers subsequent to replace (i) an Event of Default under this Agreement and (ii) an acceleration of the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)Loan.

Property Management. (a) Borrower shall cause Mortgage Borrower to (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Mortgage Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower or Mortgage Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of any Individual Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable mannerAgreement. If Borrower shall default in the performance or observance of any material term, covenant or condition Lender hereby acknowledges that as of the Management Agreement on the part of Borrower to be performed or observeddate hereof, thenPrism Hospitality, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to L.P. is an acceptable Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any a bankruptcy or insolvency proceeding, (ii) an Event of Default has occurred and is continuing; (iii) a default has occurred and is continuing under the Management Agreement; or (iv) at any time the Net Operating Income for the Properties then encumbered by a Mortgage for the immediately preceding twelve (12) month period is less than 75% of the Closing NOI for such Properties, Borrower shall cause Mortgage Borrower, at the request of Lender, to terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager no later than the later of thirty (30) days after such notice or within five (5) days of the actual date of termination with a Qualified Manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall have not exceed then prevailing market rates. (c) Borrower shall cause Mortgage Borrower to not, without the right prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed, except as provided above): (i) surrender, terminate or cancel the Management Agreement or otherwise replace Manager or enter into any other management agreement with respect to require any Individual Property; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect. In the event that Mortgage Borrower replaces Manager at any time during the term of Loan pursuant to this subsection, such Manager shall be a Qualified Manager (d) In the event Manager terminates the Management Agreement, Borrower shall cause Mortgage Borrower to replace Manager with a Qualified Manager. Such Qualified Manager shall assume management of the Manager and enter into applicable Individual Property pursuant to a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)Agreement.

Property Management. (a) Borrower at all times shall (i) cause Manager to manage provide competent and responsible management for the Properties in accordance with by a Qualified Manager pursuant to the Existing Management Agreement or a Replacement Management Agreement and all Legal Requirements. Without Required Lenders’ prior written consent (which shall not be unreasonably withheld, conditioned or delayed and shall be deemed given if the Existing Management Agreement is amended only to add or delete any one or more Properties) both as to the form of the Management Agreement and the identity of Manager, Borrower shall not enter into, materially modify, amend or terminate the Management Agreement, or permit any change in control or identity of Manager, or otherwise retain or terminate the services of any property management company. Without limitation, each Management Agreement shall provide (i) that the compensation to Manager shall not exceed the Management Fee Cap (unless Required Lenders otherwise approve in writing greater compensation); (ii) diligently perform and observe all of except for the termsExisting Management Agreement, covenants and conditions of that the Management Agreement shall be terminable at Borrower’s option without penalty or premium (including without any transition or termination fees or expenses) on thirty (30) days’ notice or if required pursuant to the part of Borrower to be performed Loan Documents; and observed, (iii) that, in the event the Management Agreement is terminated for any reason, Manager will continue to perform its duties thereunder (so long as such Manager continues to be paid thereunder) unless and until a replacement Qualified Manager is appointed. Any action or inaction of Manager within the scope of the rights and obligations of Borrower that are delegated to Manager under the Management Agreement shall be deemed attributed to Borrower for purposes of determining compliance with or Default under the Loan Documents. Borrower shall (x) in a commercially reasonable manner, perform all of its obligations and enforce all material obligations of Manager under the Management Agreement and (y) promptly notify Lender Lenders of any material default under the Management Agreement of which it is aware, (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement, and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If any one or more of the following events occurs: (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender Lenders shall have the right to terminate a Management Agreement and require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected if any of the following occurs: (i) an Event of Default, (ii) any material default by Borrower Manager under the Management Agreement beyond any applicable cure period, (iii) in connection with any of the Properties or the Management Agreement, Manager is grossly negligent or commits any act of fraud or willful misconduct, misappropriates funds or violates any criminal law that is not could reasonably be expected to result in a forfeiture of any portion of the Collateral, (iv) an Affiliate Event of Borrower Bankruptcy occurs with respect to Manager or (yv) another property manager chosen a Material Adverse Effect occurs as a result of actions taken by such Manager. Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new the replacement Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person the replacement Qualified Manager within sixty (60) days of Lender’s Required Lenders’ demand to replace Manager; provided that if (x) a Material Adverse Effect described in the Managerimmediately preceding clause or an Event of Default has occurred and is continuing, (y) Manager being replaced is an Affiliate of Borrower or (z) Borrower fails to enter into a Replacement Management Agreement with a replacement Qualified Manager within said period of sixty (60) days, then Lender may choose Required Lenders shall have the right to select the replacement property manager provided that such replacement property manager Qualified Manager. At the time the Replacement Management Agreement is a executed, Borrower shall cause (and Required Lenders shall have the right to cause) the Qualified Manager or satisfies to execute and deliver an Assignment of Management Agreement and such other documents as Required Lenders shall require to implement the conditions set forth purposes of the Loan Documents, all in form and substance satisfactory to Required Lenders. Borrower hereby grants to Lenders an irrevocable power of attorney, coupled with an interest, to enter into the foregoing clause agreements and documents on behalf of Borrower if Borrower fails to do so within five (y)5) Business Days of written demand by Required Lenders.

Property Management. (a) As of the date hereof, Borrower self-manages the Property. In the event that the Borrower should ever elect to employ a Manager for the management of the Property, subject to Section 5.14 hereof, Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement Agreement. If at any time Lender consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Lender’s consent and subject to Section 5.14 hereof, execute (i) a management agreement in form and substance acceptable to Lender, and (ii) a subordination of management agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower form acceptable to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If any one or more In the event that the Borrower should ever elect to employ a Manager for the management of the following events occurs: (i) the occurrence of an Event of DefaultProperty, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligencesubject to Section 5.14 hereof, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager if at any time, (i) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) an Event of Default has occurred and enter into is continuing; (iii) a Replacement default has occurred and is continuing under the Management Agreement, or (iv) Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds, Borrower shall, at the request of Lender, terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (c) In addition to the foregoing, in the event that Lender, in Lender’s reasonable discretion, at any time prior to the termination of the Assignment of Management Agreement, determines that the Property is not being managed in accordance with generally accepted management practices for projects similarly situated, Lender may deliver written notice thereof to Borrower and Manager, which notice shall specify with particularity the grounds for Lender’s determination. If Lender reasonably determines that the conditions specified in Lender’s notice are not remedied to Lender’s reasonable satisfaction by Borrower or Manager within thirty (30) days from the date of such notice or that Borrower or Manager have failed to diligently undertake correcting such conditions within such thirty (30) day period, Lender may direct Borrower to terminate the Management Agreement and to replace Manager with a Manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (d) In the event that the Borrower should ever elect to employ a Manager for the management of the Property, subject to Section 5.14 hereof, Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel the Management Agreement or otherwise replace Manager or enter into any other management agreement with respect to the Property unless Manager is in default under the Management Agreement (if any); provided(ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect. In the event that Borrower replaces Manager at any time during the term of Loan pursuant to this subsection, such Manager shall be approved by Lender on terms and conditions satisfactory to Lender, which approval shall not be unreasonably withheld, conditioned or delayed. (e) In the event that the Borrower should ever elect to employ an affiliate or third party management company for the management of the Property, Borrower agrees (i) that such management company must be approved by Lender, which approval may be granted or denied in Lender’s sole discretion, (ii) the management agreement shall be conditioned upon Borrower delivering a Rating Agency Confirmation as subject to such property manager. If Borrower fails to select a new Qualified Manager the prior written approval of the Lender, which approval may be granted or a replacement Manager that satisfies the conditions described denied in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand sole discretion, (iii) that such management company shall not receive a management fee greater than 1% of gross collected rents from the Property, and (iv) to replace execute (and to cause such management company to execute) an Assignment of Management Agreement. (f) Upon the Manageroccurrence of an Event of Default, then Borrower acknowledges that Lender may choose reserves the replacement right to require Borrower to employ a property manager provided that such replacement property manager is a Qualified Manager or satisfies (subject to the conditions qualifications set forth in Section 5.14(e) above) to manage the foregoing clause (y)Property if such management by Borrower, in Lender’s sole discretion, is inadequate.

Property Management. (a) Borrower shall (i) cause Manager the Property to manage the Properties in accordance with be managed pursuant to the Management Agreement, ; (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iv) if requested, promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures expenditure plan, and property improvement plan and any other notice, report and estimate received by it Borrower under the Management Agreement, ; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in Agreement, the failure of which covenants could cause a commercially reasonable mannerMaterial Adverse Effect. If Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall default in not (A) surrender, terminate, cancel, extend or renew the performance Management Agreement or observance otherwise replace the Manager or enter into any other management agreement; (B) reduce or consent to the reduction of any material term, covenant or condition the term of the Management Agreement on Agreement; (C) increase or consent to the part increase of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from amount of any of its Obligations hereunder or charges under the Management Agreement; (D) otherwise modify, Lender shall have the rightchange, but shall be under no obligationsupplement, to pay alter or amend in any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination feesrespect, or their equivalent in connection with the Transfer waive or release any of a Property or the termination of its rights and remedies under, the Management Agreement. ; or (bE) If any one suffer or more of the following events occurs: (i) permit the occurrence and continuance of an Event of Default, (ii) Manager shall be in material a default beyond any applicable cure period under the Management Agreement beyond (or any applicable notice and cure period successor management agreement) if such default permits the Manager to terminate the Management Agreement (including as a result or such successor management agreement). If (i) an Event of any Default shall be continuing, or (ii) upon the gross negligence, fraud, malfeasance or willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Borrower shall, at the request of Lender, terminate the Management Agreement and replace Manager with a replacement manager acceptable to Lender may choose in Lender’s discretion and the replacement property applicable Rating Agencies (after a Secondary Market Transaction) on terms and conditions satisfactory to Lender and the applicable Rating Agencies (after a Secondary Market Transaction). Borrower’s failure to appoint an acceptable manager provided that such replacement property manager is a Qualified Manager or satisfies within thirty (30) days after Lender’s request of Borrower to terminate the conditions set forth in the foregoing clause (y)Management Agreement shall constitute an immediate Event of Default.

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and Leasing Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement and/or the Leasing Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement and/or the Leasing Agreement; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement, that Leasing Agent is terminating the Leasing Agreement or that Manager is otherwise discontinuing its management of the Property or that Leasing Agent is otherwise discontinuing its leasing of the Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or Leasing Agent under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Leasing Agreement. (ba) If at any one or more of the following events occurs: time, (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager Leasing Agent shall become insolvent or a debtor in a bankruptcy proceeding; (ii) an Event of Default has occurred and is continuing; or (iii) a default has occurred and is continuing under the Management Agreement or the Leasing Agreement, Borrower shall, at the request of Lender, terminate the Management Agreement and/or the Leasing Agreement, as applicable, upon thirty (30) days prior notice to Manager and/or Leasing Agent, as applicable, and replace Manager and/or Leasing Agent, as applicable, with a manager and/or leasing agent, as applicable, approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager or the leasing commission for such replacement leasing agent shall not exceed then prevailing market rates. (b) In addition to the foregoing, in the event that Lender, in Lender’s reasonable discretion, at any bankruptcy time prior to the termination of the Assignment of Management Agreement and/or the termination of the Assignment of Leasing Agreement, as applicable, determines that the Property is not being managed and/or leased in accordance with generally accepted management and/or leasing practices for projects similarly situated, Lender may deliver written notice thereof to Borrower and Manager and/or Leasing Agent, which notice shall specify with particularity the grounds for Lender’s determination. If Lender reasonably determines that the conditions specified in Lender’s notice are not remedied to Lender’s reasonable satisfaction by Borrower or insolvency proceedingthe Manager and/or Leasing Agent within thirty (30) days from the date of such notice or that Borrower or the Manager and/or Leasing Agent have failed to diligently undertake correcting such conditions within such thirty (30) day period, Lender may direct Borrower to terminate the Management Agreement and to replace the Manager with a manager or replace the Leasing Agent with a leasing agent, as applicable, approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager or the leasing commissions for such replacement leasing agent shall not exceed then prevailing market rates. (c) Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel the Management Agreement and/or the Leasing Agreement or otherwise replace Manager and/or Leasing Agent or enter into any other management agreement or leasing agreement with respect to the Property; (ii) reduce or consent to the reduction of the term of the Management Agreement and/or the Leasing Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement and/or the Leasing Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement and/or the Leasing Agreement in any material respect. Notwithstanding the foregoing, Lender hereby acknowledges and agrees that Borrower shall have the right to require terminate the Leasing Agreement provided that Borrower to shall replace the Manager and enter into a Replacement Management Agreement Leasing Agent with (x) a Qualified Manager selected by Borrower that Leasing Agent on or prior to the date which is not an Affiliate of Borrower or thirty (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (6030) days of Lender’s demand to replace after the Manager, then Lender may choose date upon which the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)Leasing Agreement was terminated.

Property Management. (a) Borrower shall (i) cause Property Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any material default that exists under the Management Agreement beyond the expiration of the related cure period (if any) of which it is aware, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement, and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observedobserved (and all applicable notice and/or cure periods expire), then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower or Manager from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower Borrower, to be performed or observed. In no event shall the management fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include Additional Fees, leasing commissions, application fees, administrative fees, construction management fees and reimbursements of expenses paid to Managers in the ordinary course of Xxxxxxxx’s business. (b) If any one or more of the following events occurs: (i) the occurrence and continuance of an Event of Default, (ii) Manager shall be in material default under the Management Agreement Agreement, beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x1) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y2) another property manager chosen by Borrower Xxxxxxxx and approved by LenderXxxxxx; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y2) of the previous sentence and enter into a Replacement Management Agreement with such Person within sixty (60) days of LenderXxxxxx’s demand to replace the Manager, then Lender Xxxxxx may choose the replacement property manager provided that such replacement property manager is a Qualified Manager (other than any competitor identified on Schedule XVII) or satisfies the conditions set forth in the foregoing clause (y)2) of the previous sentence.

Property Management. (a) Unless otherwise specified below, Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed), (i) cause Manager to manage the Properties terminate any Management Agreement except in accordance connection with the replacement of the Manager pursuant to the terms of this Section 4.2.1, modify or amend any of the provisions of any Management AgreementAgreement if such termination, modification or amendment could reasonably be expected to result in a Material Adverse Effect; (ii) diligently perform and observe all pay management fees in excess of fees which are market fees in the terms, covenants and conditions of surrounding geographic area for the Management Agreement on applicable property type (provided that Lender has approved the part of Borrower to be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware, (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it fees payable under the Management Agreement, and ); or (viii) promptly enforce enter into any new management agreement with respect to the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent Premises except in connection with the Transfer of a Property or the termination replacement of the Management Agreement. Manager pursuant to the terms of this Section 4.2.1. If (a) an Event of Default has occurred and is continuing, (b) If any one or more of the following events occurs: (i) the occurrence of an Event of Default, (ii) Manager shall be in material become bankrupt or insolvent or (c) a default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) by Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have occurs under the Management Agreement that gives Borrower the right to terminate the Management Agreement, then Lender, at its option, may require Borrower to replace engage a replacement management agent and terminate the Manager without fee or obligation to Lender. Borrower shall promptly provide Lender with written Notice of the occurrence of any such default or bankruptcy/insolvency of Manager of which Borrower has knowledge. So long as no Event of Default has occurred and enter into is continuing, notwithstanding the foregoing or anything to the contrary in this Agreement, Borrower may, without Lender's prior written consent or approval, retain a Replacement Person(s) (the "New Manager") to act as Manager of the Premises or replace an existing Manager provided that (i) the New Manager is a Qualifying Manager who shall manage the Premises pursuant to a commercially reasonable and market comparable Management Agreement, and (ii) the New Manager executes and delivers to Lender an agreement substantially similar to the Subordination of Management Fees Agreement executed in connection with (x) a Qualified Manager selected by Borrower that is not an Affiliate the initial Loan closing or if no such Subordination of Borrower or (y) another property manager chosen by Borrower Management Fees Agreement was executed in connection with the initial closing of the Loan, then in form and approved by substance reasonably acceptable to Lender; providedupon satisfaction of these terms and conditions, that such approval the New Manager shall be conditioned upon Borrower delivering a Rating Agency Confirmation as considered to such property manager. If Borrower fails be "Manager" hereunder and all references in this Agreement and the other Loan Documents to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand "Manager" shall be deemed to replace the refer to said New Manager, then Lender may choose the replacement property manager provided that term "Management Agreement" hereunder and all references in this Agreement and the other Loan Documents to "Management Agreement" shall be deemed to refer to the management agreement pursuant to which such replacement property manager is a Qualified New Manager or satisfies manages the conditions set forth Premises and the term "Subordination of Management Fees Agreement" hereunder and all references in this Agreement and the foregoing clause (y).other Loan Documents to "

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender Administrative Agent of any default under the Management Agreement of which it is aware, (iv) promptly deliver to Lender Administrative Agent a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement, and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting LenderAdministrative Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If any one or more of the following events occurs: (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender Administrative Agent shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property managerAdministrative Agent in its sole discretion. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty forty-five (6045) days of LenderAdministrative Agent’s demand to replace the Manager, then Lender Administrative Agent may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y).

Property Management. (a) Borrower shall cause Operating Lessee to (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower or Operating Lessee under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower or Operating Lessee receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of any Individual Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) an Event of Default, Default exists; (iiiii) Manager shall be in material a default has occurred and is continuing under the Management Agreement beyond any applicable after the expiration of all notice and cure period periods contained thereunder or (including as a result of any iv) solely if Remington is the Manager, Remington has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds), Borrower shall or shall cause Operating Lessee to, at the request of Lender and if permitted pursuant to the terms of the Management Agreement or any other agreement of Manager, terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with a Qualified Manager pursuant to a Replacement Management Agreement. (c) Borrower shall not permit Operating Lessee to, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) except as provided in clause (e) below, surrender, terminate or cancel, or consent to the surrender, termination or cancellation of, any Management Agreement or replace Manager or enter into any other management agreement with respect to any Individual Property; (ii) consent to the assignment by Manager of its interest under the Management Agreement except to a Qualified Manager or (iii) if such action could reasonably be expected to have a Material Adverse Effect and provided no Event of Default has occurred and is continuing, (1) reduce or consent to the reduction of the term of the Management Agreement; (2) increase or consent to the increase of the amount of any charges under the Management Agreement (provided that any increases must be consistent with local market rates for managers of hotels of similar size, location and quality in the reasonable discretion of Lender); or (3) otherwise modify, change, supplement, alter or amend, or waive or release any of the terms and conditions under, the Management Agreement. In the event that Borrower or Operating Lessee replaces any Manager at any time during the term of Loan pursuant to this subsection, such Manager shall become insolvent be deemed to be a Qualified Manager. (d) Each request by Borrower for approval and consent by Lender pursuant to this Section 5.14 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LXXXXX’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LXXXXX’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a debtor withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lxxxxx’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.14(d), but Borrower shall pay any bankruptcy or insolvency proceedingout-of-pocket costs and expenses incurred by Lender. (e) Notwithstanding the foregoing, then Lender provided no Event of Default is continuing, Borrower and/or Operating Lessee shall have the right, and the right to require Borrower permit Manager, without the prior written approval of Lxxxxx (but upon prior written notice to replace the Manager and enter into Lender), to terminate a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not at an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by LenderIndividual Property; provided, that such approval however, it shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described an Event of Default hereunder in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person event that within sixty (60) days of Lender’s demand the termination of such Management Agreement (i) Borrower shall have failed (or shall have failed to replace cause Operating Lessee in the Managercase of clause (2) hereof) to deliver to Lender cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Management Agreement, then which cash shall be held and distributed in accordance with the terms of Section 9.9 hereof and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender may choose that a Replacement Management Agreement is in full force and effect at the replacement property manager provided that such replacement property manager applicable Individual Property; provided, however, (1) if the terminated Management Agreement was with a Brand Manager (for which no separate Franchise Agreement existed), and the Replacement Management Agreement is with a Qualified Manager that is not a Brand Manager, Borrower or satisfies Operating Lessee, as applicable, shall deliver evidence to Lender that it or Operating Lessee has entered into a Replacement Franchise Agreement within such sixty (60) day period and (2) if a Franchise Agreement for the conditions set forth in applicable Individual Property exists, and the foregoing clause Replacement Management Agreement is with a Brand Manager for which no separate Franchise Agreement is required by such Brand Manager, Borrower or Operating Lessee, as applicable, shall deliver evidence to Lender that it or Operating Lessee has terminated the existing Franchise Agreement within such sixty (y)60) day period.

Property Management. (a) Borrower shall cause Senior Mezzanine Borrower to cause Mortgage Borrower to cause Operating Lessee to (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Mortgage Borrower and Operating Lessee under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Mortgage Borrower or Operating Lessee receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of any Individual Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If Subject to the rights of Mortgage Lender and Senior Mezzanine Lender under the Mortgage Loan Documents and Senior Mezzanine Loan Documents, respectively, if at any one or more of the following events occurs: time, (i) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) unless managed by a Brand Manager, Lender has accelerated the occurrence Loan as a result of an Event of Default, Default hereunder; (iiiii) Manager shall be in material a default has occurred and is continuing under the Management Agreement beyond any applicable after the expiration of all notice and cure period periods contained thereunder, or (including as a result of any iv) Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds, Borrower shall, at the request of Lender and if permitted pursuant to the terms of the Management Agreement or any other agreement of Manager, cause Senior Mezzanine Borrower to cause Mortgage Borrower to cause Operating Lessee to terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with a Qualified Manager pursuant to a Replacement Management Agreement. (c) Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed), permit Senior Mezzanine Borrower to permit Mortgage Borrower to permit Operating Lessee to: (i) except as provided in clause (e) below, surrender, terminate or cancel, or consent to the surrender, termination or cancellation of, the Management Agreement or replace Manager or enter into any other management agreement with respect to any Individual Property; (ii) consent to the assignment by Manager of its interest under the Management Agreement except to a Qualified Manager or (iii) if such action could reasonably be expected to have a Material Adverse Effect, (1) reduce or consent to the reduction of the term of the Management Agreement; (2) increase or consent to the increase of the amount of any charges under the Management Agreement; or (3) otherwise modify, change, supplement, alter or amend, or waive or release any of the terms and conditions under, the Management Agreement in any material respect. In the event that Borrower, Mortgage Borrower, Senior Mezzanine Borrower or Operating Lessee replaces Manager at any time during the term of Loan pursuant to this subsection, such Manager shall become insolvent be deemed to be a Qualified Manager. (d) Each request by Borrower for approval and consent by Lender pursuant to this Section 5.14 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a debtor withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.14(d), but Borrower shall pay any bankruptcy or insolvency proceedingout-of-pocket costs and expenses incurred by Lender. (e) Notwithstanding the foregoing, then Lender provided no Event of Default is continuing, Borrower shall have the right to require cause Mortgage Borrower to replace cause Operating Lessee, and the Manager right to permit Manager, without the prior written approval of Lender (but upon prior written notice to (i) Borrower shall have failed (or shall have failed to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Management Agreement or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Management Agreement, which Cash shall be held and enter into distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Management Agreement is in full force and effect at the applicable Individual Property; provided, however, (1) if the terminated Management Agreement was with a Brand Manager (x) for which no separate Franchise Agreement existed), and the Replacement Management Agreement is with a Qualified Manager selected by Borrower that is not an Affiliate of a Brand Manager or Borrower, shall deliver evidence to Lender that Mortgage Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter Operating Lessee has entered into a Replacement Management Franchise Agreement with within such Person within sixty (60) days of Lender’s demand to replace day period and (2) if a Franchise Agreement for the Managerapplicable Individual Property exists, then Lender may choose and the replacement property manager provided that Replacement Management Agreement is with a Brand Manager for which no separate Franchise Agreement is required by such replacement property manager is a Qualified Brand Manager or satisfies Borrower, shall deliver evidence to Lender that Mortgage Borrower or Operating Lessee has terminated the conditions set forth in the foregoing clause existing Franchise Agreement within such sixty (y)60) day period.

Property Management. Each Loan Party shall (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe observe, and require (or in the case of an Affiliate cause) the applicable Operating Lessee, Manager, and Affiliate of such Manager, as applicable, to promptly perform and observe, all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observedobserved under each Management Agreement, each Pooling Agreement, each agreement designated as an “Owner Agreement”, and any other agreement between or among Borrower, any Subsidiary of Borrower, a Manager, and/or an Affiliate of such Manager and do all things necessary to preserve and to keep unimpaired its material rights thereunder except where failure could not reasonably be expected to cause a Material Property Event; (iiiii) promptly notify Lender Administrative Agent of any material default or termination event under the any Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender Administrative Agent a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or termination event or other material notice received by it or an Affiliate Operating Lessee under the any Management Agreement, any Pooling Agreement, any agreement designated as an “Owner Agreement”, and any other agreement between or among Borrower, any Subsidiary of Borrower, or an Affiliate Operating Lessee and a Manager and/or an Affiliate of such Manager; (iv) require (or in the case of an Affiliate cause) the applicable Operating Lessee to promptly give notice to Administrative Agent of any notice or information that such Operating Lessee receives which indicates that any Manager is terminating the related Management Agreement or that any Manager is otherwise discontinuing its management of the applicable Borrowing Base Property other than the scheduled end of the Management Agreement term; (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager each Operating Lessee under each Management Agreement; and (vi) require (or in the case of an Affiliate cause) each Operating Lessee, each Manager, and each Affiliate of such Manager, as applicable, to operate each Borrowing Base Property under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants terms and conditions of the applicable Management Agreement on the part Agreement, Pooling Agreement, each agreement designated as an “Owner Agreement”, and any other agreement between or among Borrower, any Subsidiary of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Borrower, a Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If any one or more of the following events occurs: (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not and/or an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y).

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware, (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement, and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If any one or more of the following events occurs: (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and to enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation the Required Parties’ Approval as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y).

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of such applicable Individual Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any a bankruptcy or insolvency proceeding, (ii) an Event of Default has occurred (and until such time, if ever, that such Event of Default is expressly waived by Lender in writing in its sole discretion), or (iii) a default has occurred and is then Lender shall have continuing beyond any applicable notice and cure periods under the right Management Agreement, Borrower shall, at the request of Lender, terminate the Management Agreement upon thirty (30) days prior notice to require Borrower to replace the Manager and enter into a Replacement Management Agreement replace Manager with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; providedLender in its sole discretion, it being understood and agreed that the management fee for such replacement manager shall be subordinate to the Loan and not exceed then prevailing market rates (or, upon the occurrence of an Event of Default (and until such time, if ever, that such approval Event of Default is expressly waived by Lender in writing in its sole discretion), not exceed three percent (3%) of gross revenues at the Individual Properties), and Borrower shall be conditioned upon cause such replacement manager to execute an assignment and subordination of management agreement with the Lender on a form reasonably acceptable to Lender. (c) In addition to the foregoing, in the event that Lender, in Lender’s reasonable discretion, at any time prior to the termination of the Assignment of Management Agreement, determines that the applicable Individual Property is not being managed in accordance with generally accepted management practices for projects similarly situated, Lender may deliver written notice thereof to Borrower delivering a Rating Agency Confirmation as to such property managerand Manager, which notice shall specify with particularity the grounds for Lender’s determination. If Borrower fails to select a new Qualified Manager or a replacement Manager Lender reasonably determines that satisfies the conditions described specified in Lender’s notice are not remedied to Lender’s reasonable satisfaction by Borrower or Manager within thirty (30) days from the foregoing clause date of such notice or that Borrower or Manager have failed to diligently undertake correcting such conditions within such thirty (y30) and enter into a Replacement day period, Lender may direct Borrower to terminate the Management Agreement with such Person within sixty (60) days of Lender’s demand and to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is Manager with a Qualified Manager approved by Lender in its sole discretion, it being understood and agreed that the management fee for such replacement manager shall be subordinate to the Loan and not exceed then prevailing market rates (or, upon the occurrence of an Event of Default, not exceed three percent (3%) of gross revenues at the Individual Properties), and Borrower shall cause such replacement manager to execute an assignment and subordination of management agreement with the Lender on a form reasonably acceptable to Lender. (d) Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or satisfies delayed): (i) surrender, terminate or cancel the conditions set forth Management Agreement or otherwise replace Manager or enter into any other management agreement with respect to such Individual Property; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect. In the foregoing clause event that Borrower replaces Manager at any time during the term of Loan pursuant to this subsection, such Manager shall be a Qualified Manager, it being understood and agreed that at all times the management fee shall be subordinate to the Loan and not exceed then prevailing market rates (yor, upon the occurrence of an Event of Default, not exceed three percent (3%) of gross revenues at the Individual Properties), and Borrower shall cause such manager to execute an assignment and subordination of management agreement with the Lender on a form reasonably acceptable to Lender.

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) an Event of Default has occurred and is continuing; or (iii) a default has occurred and is continuing under the Management Agreement, Borrower shall, at the request of Lender terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with a manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (c) In addition to the foregoing, in the event that Lender, in Lender’s reasonable discretion, at any bankruptcy time prior to the termination of the Assignment of Management Agreement, determines that the Property is not being managed in accordance with generally accepted management practices for projects similarly situated, Lender may deliver written notice thereof to Borrower and Manager, which notice shall specify with particularity the grounds for Lender’s determination. If Lender reasonably determines that the conditions specified in Lender’s notice are not remedied to Lender’s reasonable satisfaction by Borrower or insolvency proceedingManager within thirty (30) days from the date of such notice or that Borrower or Manager have failed to diligently undertake correcting such conditions within such thirty (30) day period, then Lender shall have the right to require may direct Borrower to terminate the Management Agreement and to replace Manager with a manager approved by Lender on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (d) Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel the Management Agreement or otherwise replace Manager and or enter into a Replacement any other management agreement with respect to the Property; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)any material respect.

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) an Event of Default, Default has occurred and is continuing; (iiiii) Manager shall be in material a default has occurred and is continuing under the Management Agreement beyond Agreement, subject to any applicable notice and grace, notice, and/or cure period or (including as a result of any iv) Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds), Borrower shall, at the request of Lender, terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with a Qualified Manager on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (c) [Intentionally Omitted]. (d) Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel, or consent to the surrender, termination or cancellation of, the Management Agreement or replace Manager or enter into any other management agreement with respect to the Property; (ii) consent to the assignment by Manager of its interest under the Management Agreement except to a Qualified Manager; (iii) reduce or consent to the reduction of the term of the Management Agreement; (iv) increase or consent to the increase of the amount of any charges under the Management Agreement; or (v) otherwise modify, change, supplement, alter or amend, or waive or release any of the terms and conditions under, the Management Agreement in any material respect. In the event that Borrower replaces Manager at any time during the term of Loan pursuant to this subsection, such Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right be deemed to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) be a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y).

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of an Event of Default, (ii) Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) an Event of Default has occurred and is continuing; or (iii) a default has occurred and is continuing after the expiration of any bankruptcy applicable cure periods under the Management Agreement, Borrower shall, at the request of Lender, terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with a Qualified Manager, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (c) In addition to the foregoing, in the event that Lender, in Lender’s reasonable discretion, at any time prior to the termination of the Assignment of Management Agreement, determines that the Property is not being managed in accordance with generally accepted management practices for projects similarly situated, Lender may deliver written notice thereof to Borrower and Manager, which notice shall specify with particularity the grounds for Lender’s determination. If Lender reasonably determines that the conditions specified in Lender’s notice are not remedied to Lender’s reasonable satisfaction by Borrower or insolvency proceedingManager within thirty (30) days from the date of such notice or that Borrower or Manager has failed to diligently undertake correcting such conditions within such thirty (30) day period, then Lender shall have the right to require may direct Borrower to replace terminate the Manager and enter into a Replacement Management Agreement and to replace Manager with (x) a Qualified Manager selected by on terms and conditions satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. (d) Borrower that is shall not, without the prior written consent of Lender (which consent shall not an Affiliate be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel the Management Agreement or otherwise replace Manager or enter into any other management agreement with respect to the Property; (ii) reduce or consent to the reduction of Borrower the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (yiv) another property manager chosen by otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect. In the event that Borrower replaces Manager at any time during the term of Loan pursuant to this subsection, such Manager shall be a Qualified Manager. (e) Notwithstanding the foregoing, Borrower shall be permitted to transfer the management of the Property to Inland US Management LLC, a Delaware limited liability company, provided that the terms of the management contract between Borrower and approved by Lender; providedsuch entity provides for fees no greater than, is on terms that such approval shall be conditioned upon are substantially similar to and is no less favorable to Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies than the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days in effect as of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)date hereof.

Property Management. (a) Borrower shall cause Mortgage Borrower or Operating Lessee to (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Mortgage Borrower or Operating Lessee under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Mortgage Borrower or Operating Lessee receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of any Individual Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, if at any one or more of the following events occurs: time, (i) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) unless managed by a Brand Manager, Lender has accelerated the occurrence Loan as a result of an Event of Default, Default hereunder; (iiiii) Manager shall be in a material default has occurred and is continuing under the Management Agreement beyond any applicable after the expiration of all notice and cure period periods contained thereunder, or (including as a result of any iv) Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds), Borrower shall cause Mortgage Borrower or Operating Lessee to, at the request of Lender and if permitted pursuant to the terms of the Management Agreement, terminate the Management Agreement upon thirty (iii30) Manager shall become insolvent days (or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have such other period of time as is required under the right applicable Management Agreement) prior notice to require Borrower to replace the Manager and enter into a Replacement Management Agreement with promptly (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described but in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within no event more than sixty (60) days after such termination) replace Manager with a Qualified Manager pursuant to a Replacement Management Agreement in accordance with the terms hereof. (c) Borrower shall not and shall not permit Mortgage Borrower or Operating Lessee to, without the prior written consent of Lender’s demand Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel, or consent to the surrender, termination or cancellation of, the Management Agreement or replace Manager or enter into any other management agreement with respect to any Individual Property, except as provided in subsection (e) below; (ii) consent to the Manager, then Lender may choose assignment by Manager of its interest under the replacement property manager provided that such replacement property manager is Management Agreement except to a Qualified Manager or satisfies (iii) if such action could reasonably be expected to have a Material Adverse Effect, (1) reduce or consent to the conditions set forth in reduction of the foregoing clause (y).term of the Management

Property Management. (a) Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any default under the Management Agreement of which it is aware, ; (iviii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate any notice of default or other material notice received by it Borrower under the Management Agreement, ; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of the Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. (b) If at any one or more of the following events occurs: time, (i) the occurrence of Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) an Event of Default, Default has occurred and is continuing; (iiiii) Manager shall be in material a default has occurred and is continuing under the Management Agreement beyond any applicable notice and cure period Agreement, or (including as a result of any iv) Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds)funds as determined by Lender and described in a written notice to Borrower, and as to any item of either gross negligence or willful misconduct, Borrower has not cured same within ten (10) Business Days of receipt of such notice, Borrower shall, at the request of Lender, terminate the Management Agreement upon thirty (30) days prior notice to Manager and replace Manager with a Qualified Manager reasonably approved by Lender on terms and conditions reasonably satisfactory to Lender, it being understood and agreed that the management fee for such replacement Manager shall not exceed then prevailing market rates. (c) Borrower shall not, without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel the Management Agreement or otherwise replace Manager or enter into any other management agreement with respect to the Property; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect. In the event that Borrower replaces Manager at any time during the term of Loan pursuant to this subsection, such Manager shall become insolvent be a Qualified Manager. (d) In connection with any Sale or a debtor in any bankruptcy or insolvency proceedingPledge as permitted by the terms of Article 7 of this Agreement, then Lender Borrower shall have the right right, without payment of any fee other than payment of Lender’s reasonable and customary out-of-pocket costs and expenses, to require Borrower terminate the Management Agreement upon thirty (30) days prior notice to replace the Manager and enter into replace Manager with a Qualified Manager operating pursuant to a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and reasonably approved by Lender on terms and conditions reasonably satisfactory to Lender; provided, it being understood and agreed that the management fee for such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies shall not exceed the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)prevailing market rate.

Property Management. (a) If at any time Borrower wishes to engage a third-party property manager (including any Affiliate of Borrower) to manage the Property, Borrower must request and receive Lender’s approval of such proposed property manager and the proposed management agreement (Lender’s approval not to be unreasonably withheld) prior to engaging such proposed property manager. Lender may condition its approval of a proposed property manager and management agreement on Borrower’s and such proposed property manager’s execution and delivery of an assignment of management agreement and subordination of management fees in form and substance acceptable to Lender whereby, among other things, the proposed property manager agrees to subordinate payment of its management fees to the full and timely payment of the Obligations, and Borrower assigns to Lender all of Borrower’s rights under the proposed management agreement. (b) To the extent a Management Agreement is in effect (which shall not be required so long as the NYC Leases are in effect), Borrower shall (i) cause Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observedobserved and do all things necessary to preserve and to keep unimpaired its rights thereunder, and (iiiii) promptly within five (5) Business Days following receipt, notify Lender of the giving of any notice by Property Manager to Borrower of any default under the Management Agreement of which it is aware, (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement, and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and or conditions of the Management Agreement on the part of Borrower to be performed or observed. In and observed and deliver to Lender a true copy of each such notice. (c) To the extent a Management Agreement is in effect (which shall not be required so long as the NYC Leases are in effect), without the prior written consent of Lender (such consent not to be unreasonably withheld if no event Event of Default exists), Borrower shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of not (i) surrender the Management Agreement. , (bii) If consent to the assignment by the Property Manager of its rights, duties or obligations under the Management Agreement, (iii) terminate or cancel the Management Agreement, (iv) modify, change, supplement, alter or amend the Management Agreement, in any one material respect, either orally or more in writing, or (v) enter into any consulting, advisory, sub-management or other agreements relating to the Property with any Affiliate of the following events occurs: (i) Borrower or Indemnitor that cannot be terminated without payment of any termination fee, upon the occurrence of an Event of Default. (d) To the extent a Management Agreement is in effect (which shall not be required so long as the NYC Leases are in effect), any change in ownership or control of the Property Manager shall be cause for Lender to re-approve such Property Manager and the Management Agreement (such approval not to be unreasonably withheld if no Event of Default exists). (e) To the extent a Management Agreement is in effect (which shall not be required so long as the NYC Leases are in effect), Borrower hereby assigns to Lender all the rights, privileges and prerogatives of Borrower in and under the Management Agreement (including the right to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect). (f) Upon the occurrence of an Event of Default and provided one or more of the NYC Leases is no longer in effect, Lender may require, upon five (5) days prior written notice to Borrower, that Borrower select a Property Manager not affiliated with Borrower to manage the Property. If a Property Manager is so required by Lender, Borrower shall immediately seek to appoint a Property Manager acceptable to Lender (in the exercise of its reasonable discretion), which Property Manager shall (i) be a reputable management company having at least ten (10) years' experience in the management of properties substantially similar to the Property and in the jurisdiction in which the Property is located, (ii) Manager shall not be paid management fees in material default under the Management Agreement beyond any applicable notice and cure period (including as a result excess of any gross negligencemarket fees, fraud, willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with property management agreement in form and content acceptable to Lender (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall not to be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause unreasonably withheld), and (yiv) and enter into a Replacement Management Agreement subordination agreement with such Person within sixty (60) days of Lender in form and content reasonably required by Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y).

Property Management. (a) Borrower shall (i) cause the Manager to manage the Properties Property in accordance with a first class manner. Borrower shall (i) pay all sums required to be paid by Borrower under the Management Agreement, (ii) diligently perform perform, observe and observe enforce all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed performed, observed and observed, enforced and (iii) promptly notify Lender of the giving of any notice to Borrower of any default under by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of which it Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Borrower shall comply with all obligations of Borrower under the Assignment of Management Agreement. (b) Borrower shall not remove or replace the Manager (which, with respect to an Affiliated Manager, shall be deemed to occur upon a change of Control of the Manager) or terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any material respect (including, without limitation, any increase in the fees paid to Manager) (collectively, a “Management Change”) without (i) Lender’s prior written consent and, (ii) in the event that the Loan or any interest therein is awareincluded in a Securitization (A) Rating Agency Confirmation if required by Lender, and (B) a REMIC Opinion if required by Lender. As conditions precedent to any replacement of the Manager, Borrower shall (i) deliver to Lender, for Lender’s review and approval, a copy of the new Management Agreement, (ii) execute and cause the new manager of the Property to execute an Assignment of Management Agreement in form and substance acceptable to Lender, (iii) cause the new manager to assume each and every other obligation of Manager under the Loan Documents, (iv) promptly deliver to Lender a copy evidence satisfactory to Lender of each financial statement, business plan, capital expenditures plan, report the payment by Borrower or the prior Manager of all leasing commissions and estimate received by it brokerage fees under the prior Management Agreement, and Borrower hereby agrees to indemnify Lender with respect to the unpaid amount of any such leasing commissions and brokerage fees, (v) promptly enforce pay all of Lender’s costs and expenses, and, in the event that the Loan or any interest therein is included in a Securitization, any Rating Agency costs and expenses, incurred in connection with such replacement (including, without limitation, all reasonable attorney’s fees) and (vi) if the Loan or any interest therein has been included in a Securitization, deliver an Additional Insolvency Opinion to Lender if such new Manager is an Affiliated Manager. If required by Lender, Borrower shall also deliver to Lender (a) a fidelity bond with respect to the actions of the Manager, its officers, directors, employees and agents, in form and amount acceptable to Lender, and (b) certified financial statements of the Manager prepared in accordance with GAAP, and (c) such other information related to Manager’s qualifications and experience as Lender may reasonably request. (c) Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of the covenants required to be performed and observed by Manager Borrower under the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in a commercially reasonable mannerany respect. Any surrender, termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observedAgreement, then, without limiting Lender’s other rights or remedies under this Agreement or the generality of the other Loan Documentsprovisions of this Agreement, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreementobligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observedobserved to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. In no event Lender and any Person designated by Lender shall have, and are hereby granted, the fee payable right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any Interest Period exceed the Management Fee Cap for action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall, from time to time, cause Manager to deliver such Interest Period and in no event shall certificates of estoppel with respect to compliance by Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination terms of the Management AgreementAgreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the Lien of the Security Instrument and the other Loan Documents, and shall be immediately due and payable upon demand by Lender therefor. (bd) If any one or more of the following events occurs: Borrower covenants and agrees, that, if (i) the occurrence of an Event of DefaultDefault exists, or (ii) Manager shall be in material a default or event of default exists under the Management Agreement beyond any applicable notice and or cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds)period, or (iii) Manager shall become insolvent or a debtor in becomes subject to any bankruptcy or insolvency proceedingBankruptcy Action, then Lender shall have Borrower shall, at the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days request of Lender’s demand , terminate the Management Agreement, and require Manager to replace transfer its responsibility for the Managermanagement of the Property to a management company selected by, then Lender may choose or otherwise acceptable to, Lender, and otherwise meeting the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y)requirements of Section 5.20(b) hereof.

Property Management. (a) Borrower shall (i) cause Manager the Property to manage the Properties in accordance with be managed pursuant to the Management Agreement, ; (ii) diligently promptly perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify Lender Agent of any default under the Management Agreement of which it is aware, ; (iv) if requested, promptly deliver to Lender Agent a copy of each financial statement, business plan, capital expenditures expenditure plan, and property improvement plan and any other notice, report and estimate received by it Borrower under the Management Agreement, ; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in Agreement, the failure of which covenants could cause a commercially reasonable mannerMaterial Adverse Effect. If Without Agent's prior written consent (not to be unreasonably withheld), Borrower shall default in not (a) surrender, terminate, cancel, extend or renew the performance Management Agreement or observance otherwise replace the Manager or enter into any other management agreement; (b) reduce or consent to the reduction of any material term, covenant or condition the term of the Management Agreement on Agreement; (c) increase or consent to the part increase of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from amount of any of its Obligations hereunder or charges under the Management Agreement; (d) otherwise modify, Lender shall have the rightchange, but shall be under no obligationsupplement, to pay alter or amend in any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to Manager, any transition or termination costs or expenses, termination feesrespect, or their equivalent in connection with the Transfer waive or release any of a Property or the termination of its rights and remedies under, the Management Agreement. ; or (be) If any one suffer or more of the following events occurs: (i) permit the occurrence and continuance of an Event of Default, (ii) Manager shall be in material a default beyond any applicable cure period under the Management Agreement beyond (or any applicable notice and cure period successor management agreement) if such default permits the Manager to terminate the Management Agreement (including as a result or such successor management agreement). If (i) an Event of any Default shall be continuing, or (ii) upon the gross negligence, fraud, malfeasance or willful misconduct or misappropriation of funds), or (iii) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose Borrower shall, at the request of Agent, terminate the Management Agreement and replace Manager with a replacement property manager provided that such replacement property acceptable to Agent in Agent's discretion and the applicable Rating Agencies on terms and conditions satisfactory to Agent and the applicable Rating Agencies. Borrower's failure to appoint an acceptable manager is a Qualified Manager or satisfies within thirty (30) days after Agent's request of Borrower to terminate the conditions set forth in the foregoing clause (y).Management Agreement shall constitute an immediate Event of Default