CWI Uses in Assumption of Existing Management Agreement Clause

Assumption of Existing Management Agreement from Contribution Agreement

THIS CONTRIBUTION AGREEMENT (this Agreement) is made and entered into as of September 11, 2015 (the Effective Date), by and among WPPI BELLEVUE MFS, LLC, a Washington limited liability company (WPPI), CWI BELLEVUE HOTEL, LLC, a Delaware limited liability (the CWI or the Company), CWI OP, LP, a Delaware limited partnership (CWI 1 Member), and CWI 2 OP, LP, a Delaware limited partnership (CWI 2 Member and together with the CWI 1 Member, the CWI Members). WPPI and CWI are sometimes referred to collectively in this Agreement as the Parties and individually as a Party. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in Exhibit A attached hereto and incorporated by this reference.

Assumption of Existing Management Agreement. CWI acknowledges that the Hotel is currently being managed and operated by Hotel Manager pursuant to the Existing Management Agreement. CWI will cause the TRS to assume the Existing Management Agreement at Closing pursuant to an assignment and assumption agreement in the form attached hereto as Exhibit H (the HMA Assignment Agreement). CWI acknowledges and agrees that the form of HMA Assignment Agreement has been finalized and approved by WPPI.

Assumption of Existing Management Agreement from Agreement for Sale and Purchase

THIS AGREEMENT FOR SALE AND PURCHASE OF HOTEL (this Agreement), dated as of February 13, 2015 (the Effective Date), is entered into by and between NASHVILLE HOTEL GROUP, LLC, a South Carolina limited liability company (Seller), and CWI NASHVILLE DOWNTOWN HOTEL, LLC, a Delaware limited liability company (CWI). Seller and CWI are sometimes referred to collectively in this Agreement as the Parties and individually as a Party.

Assumption of Existing Management Agreement. CWI acknowledges that the Hotel is currently being managed and operated by Hotel Manager pursuant to the Existing Management Agreement and that CWI, as a condition to CWIs obligations to Close, shall, subject to receipt of consent by Hotel Manager and the following sentence, assume the Existing Management Agreement pursuant to an assignment, assumption and amendment (the Assignment and Amendment Agreement) in the form and upon terms and conditions acceptable to CWI in its sole and absolute discretion, and all costs associated with the assumption by CWI of the Existing Management Agreement, including, without limitation, any assumption fees required by Hotel Manager, shall be paid by CWI. In the alternative, CWI may elect, in its sole and absolute discretion (and at CWIs sole cost and expense including, without limitation, any termination fee, conversion fee or franchise licensing fee resulting therefrom) concurrently with or after such assumption of the Existing Management Agreement, to either (a) terminate (or cause Seller to terminate) the Existing Management Agreement; or (b) terminate (or cause Seller to terminate) the Existing Management Agreement and convert to a franchise or license agreement with Franchisor to continue operating the Hotel as a Courtyard hotel or another Franchisor brand pursuant to Section 10.03 of the Existing Management Agreement. In the event that CWI is unable to assume the Existing Management Agreement pursuant to an acceptable Assignment and Amendment Agreement upon terms and conditions acceptable to CWI (in its sole discretion), CWI shall be deemed to have elected to have Seller terminate the Existing Management Agreement, and Seller shall receive a credit to the Purchase Price in the amount of the any termination fee actually incurred and paid by Seller pursuant to the Existing Management Agreement; provided however, such credit to the Purchase Price shall not exceed the amount of the termination fee required under the Existing Management Agreement. Seller shall use good faith efforts and provide reasonable cooperation to CWI, at no cost or expense to Seller, in connection with CWIs efforts to assume the Existing Management Agreement pursuant to and in accordance with this Section 2.12 (and/or to obtain a new management agreement with Hotel Manager or a franchise or license agreement with Franchisor). Notwithstanding the foregoing, if the Existing Management Agreement is terminated, Seller shall use commercially reasonable efforts to cause that certain Memorandum of Management Agreement, dated October 8, 1996, by and between Seller and Hotel Manager, as recorded in Book 10259, page 22 of the official records of Davidson County, to be removed from title.