TRS 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.