Common use of MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT Clause in Contracts

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. The Company has entered into the Existing Management Agreement and the Existing Franchise Agreement for the operation and management of the Hotel. At the Closing, subject to the approval of the Franchisor, (i) the Company and the Existing Manager shall terminate the Existing Management Agreement, (ii) the Company and the Franchisor shall terminate the Existing Franchise Agreement, (iii) the Company and the Manager shall enter into the New Management Agreement and (iv) the Company and the Franchisor shall enter into the New Franchise Agreement. The Interest Owners shall be solely responsible for all claims and liabilities arising under the Existing Management Agreement and the Existing Franchise Agreement, whether accruing before or after the Closing. The Company and the Interest Owners shall obtain the Existing Manager’s consent to the termination of the Existing Management Agreement, and the Company and the Interest Owners shall cause the Manager to enter into the New Management Agreement. Before the Closing, the Company and Buyer shall request the Franchisor to approve the transfer of the Interests to Buyer, the termination of the Existing Management Agreement, the execution of the New Management Agreement and the execution of the New Franchise Agreement. The Company and the Interest Owners shall use their best efforts to promptly provide all information required by the Franchisor in connection with the foregoing request for approval, and the Company, the Interest Owners and Buyer shall diligently pursue obtaining the Franchisor’s approval. The Interest Owners understand that Buyer expects the New Franchise Agreement to be upon financial terms and conditions no less favorable to the Company than the Existing Franchise Agreement.

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. The Company has entered into the Existing Management Agreement and the Existing Franchise Agreement for the operation and management of the Hotel. At the Closing, subject to the approval of the Franchisor, (i) the Company and the Existing Manager shall terminate the Existing Management Agreement, (ii) the Company and the Franchisor shall terminate the Existing Franchise Agreement, (iii) the Company and the New Manager shall enter into the New Management Agreement and (iv) the Company and the Franchisor shall enter into the New Franchise Agreement. The Interest Owners shall be solely responsible for all claims and liabilities arising under the Existing Management Agreement and the Existing Franchise Agreement, whether accruing before or after the Closing. The Company and the Interest Owners shall obtain the Existing Manager’s consent to the termination of the Existing Management Agreement, and the Company and the Interest Owners shall cause the New Manager to enter into the New Management Agreement. Before the Closing, the Company and Buyer shall request the Franchisor to approve the transfer of the Interests to Buyer, the termination of the Existing Management Agreement, the execution of the New Management Agreement and the execution of the New Franchise Agreement. The Company and the Interest Owners shall use their best efforts to promptly provide all information required by the Franchisor in connection with the foregoing request for approval, and the Company, the Interest Owners and Buyer shall diligently pursue obtaining the Franchisor’s approval. The Interest Owners understand that Buyer expects the New Franchise Agreement to be upon financial terms and conditions no less favorable to the Company than the Existing Franchise Agreement.

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. The Company has entered into the Existing Management Agreement Agreements and the Existing Franchise Agreement Agreements for the operation and management of the HotelHotels. At the Closing, subject to the approval of the each Franchisor, (i) the Company and the Existing Manager shall terminate the Existing Management AgreementAgreements, (ii) the Company and the Franchisor Franchisors shall terminate the Existing Franchise AgreementAgreements, (iii) the Company and the New Manager shall enter into the New Management Agreement Agreements and (iv) the Company and the Franchisor Franchisors shall enter into the New Franchise AgreementAgreements. The Interest Owners shall be solely responsible for all claims and liabilities arising under the Existing Management Agreement Agreements and the Existing Franchise AgreementAgreements, whether accruing before or after the Closing. The Company and the Interest Owners shall obtain the Existing Manager’s 's consent to the termination of the Existing Management AgreementAgreements, and the Company and the Interest Owners shall cause the New Manager to enter into the New Management AgreementAgreements. Before the Closing, the Company and Buyer shall request the each Franchisor to approve the transfer of the Interests to Buyer, and the termination of the Existing Management Agreement, the execution of the New Management Agreement and the execution of the New Franchise AgreementAgreement for the applicable Hotel. The Company and the Interest Owners shall use their best efforts to promptly provide all information required by the Franchisor Franchisors in connection with the foregoing request requests for approval, and the Company, the Interest Owners and Buyer shall diligently pursue obtaining the Franchisor’s Franchisors’ approval. The Interest Owners understand that Buyer expects the New Franchise Agreement Agreements to be upon financial terms and conditions no less favorable to the Company than the Existing Franchise AgreementAgreements.

MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT. The Company has entered into the Existing Management Agreement and the Existing Franchise Agreement for the operation and management of the Hotel. At the Closing, subject to the approval of the Franchisor, (i) the Company and the Existing Manager shall terminate the Existing Management Agreement, (ii) the Company and the Franchisor shall terminate the Existing Franchise Agreement, (iii) the Company and the Manager shall enter into the New Management Agreement and (iv) the Company and the Franchisor shall enter into the New Franchise Agreement. The Interest Owners shall be solely responsible for all claims and liabilities arising under the Existing Management Agreement and the Existing Franchise Agreement, whether accruing before or after the Closing. The Company and the Interest Owners shall obtain the Existing Manager’s 's consent to the termination of the Existing Management Agreement, and the Company and the Interest Owners shall cause the Manager to enter into the New Management Agreement. Before the Closing, the Company and Buyer shall request the Franchisor to approve the transfer of the Interests to Buyer, the termination of the Existing Management Agreement, the execution of the New Management Agreement and the execution of the New Franchise Agreement. The Company and the Interest Owners shall use their best efforts to promptly provide all information required by the Franchisor in connection with the foregoing request for approval, and the Company, the Interest Owners and Buyer shall diligently pursue obtaining the Franchisor’s approval. The Interest Owners understand that Buyer expects the New Franchise Agreement to be upon financial terms and conditions no less favorable to the Company than the Existing Franchise Agreement.