Common use of Management of Collateral Clause in Contracts

Management of Collateral. (a) The Property shall at all times be either self-managed or managed by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to a Subordination of Property Management Agreement, each Approved Property Manager shall agree that its Approved Management Agreement, and all fees (including any incentive fees and base fees) thereunder, are subject and subordinate to the Indebtedness and that no fees payable thereunder shall accrue as between such Approved Property Manager and Lender as a result of Borrower’s failure to pay any amounts (without in any way implying any obligation on the part of Lender to pay any fees payable by Borrower to any Approved Property Manager); provided that in the case of any Approved Property Manager that is not an Affiliate of Borrower, base fees shall be subordinate to the Loan only if and to the extent such base fees exceed 2% of gross revenues per annum (i.e., only the portion of the base fee that exceeds 2% of gross revenues shall be subordinate). Borrower may from time to time appoint one or more new or successor managers with respect to any one or more Properties, which new or successor managers shall be 84 Approved Property Managers, to manage Properties pursuant to one or more Approved Management Agreements, and such successor managers shall execute for Lender’s benefit Subordinations of Property Management Agreement in form and substance reasonably satisfactory to Lender. Borrower may from time to time enter into, modify or replace an Approved Management Agreement, but any entering, material modification or replacement of any such Approved Management Agreement shall be subject to Lender’s prior written consent (which consent shall not, in the absence of a continuing Event of Default, be unreasonably withheld, delayed or conditioned).

Management of Collateral. (a) The Each Mortgaged Property shall be managed at all times be either self-managed or managed by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant As a condition to a Subordination of Property Management Agreementthe Closing (or reasonably promptly after the Closing Date), except as otherwise expressly set forth herein, each Approved Property Manager shall agree with Lender in writing that its Approved Management Agreement, and all fees (including any incentive fees and base fees) thereunder, are subject and subordinate to the Indebtedness and that no fees payable (including any incentive fees) thereunder shall accrue as between such Approved Property Manager and Lender as a result of Borrower’s or TRS Lessee’s failure to pay any amounts (without in any way implying any obligation on the part of Lender to pay any fees payable by Borrower or TRS Lessee to any Approved Property Manager); provided , and that in such Approved Management Agreement may be terminated under the case of any Approved Property Manager that is not an Affiliate of Borrower, base fees shall be subordinate to the Loan only if and to the extent such base fees exceed 2% of gross revenues per annum (i.e., only the portion of the base fee that exceeds 2% of gross revenues shall be subordinate)circumstances set forth herein. Borrower may from time to time appoint one or more new or successor managers with respect to any one or more Propertiesmanagers, which new or successor managers shall be 84 Approved Property Managers, to manage Mortgaged Properties pursuant to one or more Approved Management Agreements, and such successor managers shall execute for Lender’s benefit Subordinations of Property Management Agreement in form and substance reasonably satisfactory to Lender. Borrower may, or may permit TRS Lessee to, from time to time enter into, modify or replace an Approved Management Agreement, but any entering, material modification or replacement of any such Approved Management Agreement agreement shall be subject to Lender’s prior written consent (which consent shall not, in the absence of a continuing Event of Default, be unreasonably withheld, delayed or conditioned)) and Rating Confirmation. No new Approved Management Agreement hereafter entered into shall provide for management fees in excess of 4% of gross revenues without Lender’s prior written consent.

Management of Collateral. (a) The Each Property shall be managed at all times be either self-managed or managed by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to a the Subordination of Property Management Agreement, each Approved Property Manager shall agree that its the Approved Management Agreement, Agreement and all fees (including any the incentive fees and base fees) thereunder, fee payable thereunder are subject and subordinate to the Indebtedness and that no fees payable thereunder shall accrue as between such Approved Property Manager and Lender as a result of Borrower’s failure to pay any amounts (without in any way implying any obligation on the part of Lender to pay any fees payable by Borrower to any Approved Property Manager); provided that in the case of any Approved Property Manager that is not an Affiliate of Borrower, base fees shall be subordinate to the Loan only if and to the extent such base fees exceed 2% of gross revenues per annum (i.e., only the portion of the base fee that exceeds 2% of gross revenues shall be subordinate)Indebtedness. Borrower may from time to time time, with Lender’s consent and subject to satisfaction of the Rating Condition, appoint a replacement Approved Property Manager to manage one or more new or successor managers with respect to any one or more Properties, which new or successor managers shall be 84 Approved Property Managers, to manage of the Properties pursuant to one or more an Approved Management AgreementsAgreement, and such successor managers manager shall execute for Lender’s benefit Subordinations a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. Any request for Lender’s consent to the appointment of a replacement Approved Property Manager shall be made in writing and accompanied by the proposed management agreement and such information regarding the proposed replacement Approved Property Manager that would allow Lender to evaluate the same (including, the number of hotels and rooms under management, the geographic regions in which such managed properties are located, the flags related to such managed properties and the number of years the proposed manager has been managing such properties). If Lender shall fail to respond to Borrower’s request to approve or disapprove a replacement Approved Property Manager within ten Business Days of Lender’s receipt of such request and all required information, Borrower may from time deliver to time enter intoLender a second request for consent stating in bold and capitalized type that “LENDER’S FAILURE TO RESPOND TO THE ENCLOSED REQUEST WITHIN TEN BUSINESS DAYS SHALL BE DEEMED LENDER’S APPROVAL.” In the event Lender fails to approve or disapprove such request, modify or replace an Approved Management Agreementrequest additional information, but any enteringwithin ten Business Days of Lender’s receipt of such second request, material modification or replacement of any such Approved Management Agreement request shall be subject to Lender’s prior written consent (which consent shall not, in the absence of a continuing Event of Default, be unreasonably withheld, delayed or conditioned)deemed approved.

Management of Collateral. (a) The Each Property shall be managed at all times be either self-managed or managed by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to a the Subordination of Property Management AgreementAgreement or Agreements, each Approved Property Manager shall agree that its Approved Management Agreement, Agreement and all fees thereunder (including any incentive fees and base fees) thereunder, are subject and subordinate to the Indebtedness and (provided that there shall be no fees payable thereunder shall accrue as between such Approved Property Manager and Lender as a result of Borrower’s failure obligation to pay any amounts (without in any way implying any obligation on the part of Lender to pay repay any fees payable by Borrower to any Approved Property Manager); provided that in the case of any Approved Property Manager that is not an Affiliate of Borrower, base fees shall be subordinate received and earned prior to the Loan only if and to the extent such base fees exceed 2% occurrence of gross revenues per annum (i.e., only the portion an Event of the base fee that exceeds 2% of gross revenues shall be subordinateDefault). Borrower may from time to time appoint one or more new or successor managers with respect to any one or more Properties, which new or successor managers shall be 84 an Approved Property Managers, Manager to manage Properties the applicable Property pursuant to one or more an Approved Management AgreementsAgreement, and provided that (i) no Event of Default is continuing, (ii) Lender receives at least 30 days’ prior written notice of same, (iii) such successor managers manager shall execute and deliver to Lender for Lender’s benefit Subordinations a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. , and (iv) if such Approved Property Manager is an affiliate of Borrower, Borrower may from time shall deliver to time enter into, modify or replace an Lender a new nonconsolidation opinion reasonably acceptable to Lender with respect to such Approved Property Manager and new Approved Management Agreement, but . The per annum fees of the Approved Property Manager (including any entering, material modification or replacement of any such Approved Management Agreement shall be subject to Lender’s prior written consent (which consent incentive fees) shall not, in at any time, exceed the absence Maximum Management Fee, which amount shall not include any amounts payable as a reimbursement of a continuing Event of Default, be unreasonably withheld, delayed or conditioned).expenses under the Approved Management Agreement. (b) Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authorities. 68

Management of Collateral. (a) The Property shall be managed at all times be either self-managed or managed by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to a the Subordination of Property Management Agreement, each Approved Property Manager shall agree that its the Approved Management Agreement, Agreement and all fees (including any the incentive fees and base fees) thereunder, fee payable thereunder are subject and subordinate to the Indebtedness and that no fees payable thereunder shall accrue as between such Approved Property Manager and Lender as a result of Borrower’s failure to pay any amounts (without in any way implying any obligation on the part of Lender to pay any fees payable by Borrower to any Approved Property Manager); provided that in the case of any Approved Property Manager that is not an Affiliate of Borrower, base fees shall be subordinate to the Loan only if and to the extent such base fees exceed 2% of gross revenues per annum (i.e., only the portion of the base fee that exceeds 2% of gross revenues shall be subordinate)Indebtedness. Borrower Maryland Guarantor may from time to time time, with Lender’s consent (subject to the terms of this Section 5.10(a)), appoint one or more new or successor managers with respect to any one or more Properties, which new or successor managers shall be 84 an Approved Property Managers, Manager to manage Properties the Property pursuant to one or more an Approved Management AgreementsAgreement, and such successor managers manager shall execute for Lender’s benefit Subordinations a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. Borrower may from time Lender shall not withhold its consent to time enter intothe appointment of any replacement property manager that (a) is a reputable and experienced third-party management organization, modify or replace (b) possesses no less than ten years’ experience in managing hotel properties similar in size, quality and value to the Property, (c) has been approved by the Approved Franchisor, (d) manages at least 10 hotels in multiple states, with multiple franchisors and with at least an aggregate of 2,000 rooms and (e) is appointed pursuant to an Approved Management Agreement with substantially comparable economics as the existing Approved Management Agreement, but including (1) no greater than a 3.0% base management fee and (2) per annum fees (including any entering, material modification or replacement of any such incentive fees) that do not exceed the fees specified in the Approved Management Agreement Agreement. Lender shall be subject to confirm any proposed Approved Property Manager’s compliance with the foregoing within 10 Business Days of Lender’s prior receipt of Maryland Guarantor’s written consent (which consent request together with all information reasonably necessary to make such determination. If Lender shall notfail to respond within such 10 Business Day period, Maryland Guarantor shall have the right to send Lender a notice requesting Lender to respond within 5 Business Days in an envelope and letter marked “LENDER’S IMMEDIATE ATTENTION REQUIRED — FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS SHALL CONSTITUTE A DEEMED CONSENT.” If Lender shall fail to respond within such 5 Business Day period, Lender shall have been deemed to have confirmed such proposed Approved Property Manager’s compliance with the absence of a continuing Event of Default, be unreasonably withheld, delayed or conditioned)foregoing requirements.