Common use of Management Agreement Clause in Contracts

Management Agreement. Borrower shall (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly perform and observe all of the covenants required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of 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). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group).

Management Agreement. (a) Borrower shall (i) cause Owner to cause diligently perform, observe and enforce all of the Property terms, covenants and conditions of the Management Agreement on the part of Borrower to be managed pursuant performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement; Agreement and (ii) cause Owner to promptly perform and observe all 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 required or conditions of the Management Agreement on the part of Borrower to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a true copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other such notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent, which consent (shall not to be unreasonably withheld), conditioned or delayed, Borrower shall not permit Owner surrender the Management Agreement, consent to (a) surrenderthe assignment by Manager of its interest under the Management Agreement, terminate, cancel, extend or renew terminate or cancel the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of 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 the Management Agreement, in any material respect, either orally or waive in writing, and 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 Management Agreement or release 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. 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 the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Borrower, to the occurrence end that the rights of Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits person designated by Lender shall have, and are hereby granted, the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If Manager shall deliver to Lender prompt a copy of any notice sent to Borrower of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such items and information regarding certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement 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 appointment and successor manager as option may be exercised. Any sums expended by Lender may reasonably request, (B) pursuant to this paragraph shall bear interest at the property management agreement with Default Rate from the date such successor manager provides compensation cost is incurred to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable date of payment to Borrower than such terms that were contained in the property management agreement with the prior property managerLender, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to constitute a portion of the successor manager is CB Xxxxxxx XxxxxDebt, Xxxxx Xxxx, or PM Realty Group)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.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the Property. Pledgor shall cause Mortgage Borrower shall to (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreement, on the part of Mortgage Borrower to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice by Manager to notify) Lender Mortgage Borrower of any default under by Mortgage 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) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Mortgage Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Pledgor shall cause Mortgage Borrower to not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive in writing without the Lender’s prior written consent, which consent shall not be unreasonably, withheld, conditioned or release delayed. In the event that the Management Agreement expires or is terminated (without limiting any obligation of Pledgor to obtain Lender’s consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), Pledgor shall cause Mortgage Borrower to promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. Subject to the rights of Mortgage Lender, if Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Pledgor from any of its rights obligations hereunder, Pledgor shall permit Lender to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Mortgage Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Mortgage Borrower, to the occurrence end that the rights of Mortgage Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any successor management agreement) if such default permits action. Pledgor shall cause Lender and any Person designated by Lender to have the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may applicable Individual Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Pledgor or Mortgage Borrower of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Pledgor shall cause Mortgage Borrower to not, and shall not permit the Manager to, sub-contract any or all of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Pledgor shall, from time to time, use commercially reasonable efforts to obtain from the Manager such items and information regarding certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Management Agreement as may be requested by Lender. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such appointment and successor manager as Lender may reasonably requestcost is incurred to the date of payment to Lender, (Bii) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to constitute a portion of the successor manager is CB Xxxxxxx XxxxxDebt, Xxxxx Xxxx, or PM Realty Group)(iii) shall be secured by the lien of the Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Properties are operated and managed as “U-Store-It” self-service storage facilities (other than the Properties set forth on Schedule 4.1.31 attached hereto) under the terms and conditions of the Management Agreement, which have been approved by Lender including the management fees and any other items set forth therein. The Properties (other than the Properties set forth on Schedule 4.1.31 attached hereto) shall at all times continue to be operated as “U-Store-It” self-service storage facilities or under such other tradename or trademark as may be approved by Lender. In no event shall the management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the applicable Individual Property. Borrower shall shall, (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreement, on the part of Borrower to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice by Manager to notify) Lender 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) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Borrower shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive in writing. 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 Management Agreement, or release 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. 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 the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Borrower, to the occurrence end that the rights of Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits Person designated by Lender shall have, and are hereby granted, the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may applicable Individual Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Borrower of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall not, and shall not permit the Manager to, sub-contract any or all of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower shall, from time to time, obtain from the Manager such items certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement 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 information regarding Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained option in the property management agreement with the prior property managername of and upon behalf of Borrower, (C) such successor manager executes a consent which power of attorney shall be irrevocable and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the successor manager Default Rate from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Lender, Xxxxx Xxxx(ii) shall be deemed to constitute a portion of the Debt, or PM Realty Group)(iii) shall be secured by the lien of the Security Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. Borrower Except as otherwise provided below, Tenant shall (inot enter into, amend, surrender or modify any Management Agreement with a Person that is not an Affiliated Person as to Marriott or Crestline without Landlord's prior written consent, which consent may be given or withheld in Landlord's sole but reasonable discretion. Tenant may from time to time, and in accordance with and subject to the Owner Agreement, without Landlord's consent, enter into, and/or terminate, in accordance with their respective terms, Management Agreements with its Affiliated Persons or Marriott and also with other Persons pursuant to Sections 4.1.1(b), 14.3(c) cause Owner to cause and 0 delegating operational authority for the day-to-day operation of the Leased Property to be managed pursuant to the Manager provided that any such Management Agreement; Agreement shall provide (iia) cause Owner to promptly perform and observe all of the covenants required to be performed and observed by it under that the Management Agreement and do all things necessary amounts due from Tenant to preserve the Manager other than the System fee, shall be subordinate to the Lease and all amounts due from Tenant to keep unimpaired its Landlord under the Lease, and (b) for the termination thereof upon the termination of this Agreement, and provided, further, that Landlord shall, if it succeeds to Tenant's rights thereunder; (iii) promptly notify (under any management agreement, and each management agreement shall so provide, be bound only by the last management agreement or cause Owner amendment thereto to notify) Lender which it consented, which consent shall not be unreasonably withheld, conditioned or delayed and provided further that, except in respect of any default under Management Agreement entered into pursuant to Section 14.3(c), the terms of the Management Agreement shall not, in Landlord's and its counsel's reasonable opinion, cause the Rent to fail to qualify as "rents from real property" within the meaning of which Section 856(d) of the Code, it is aware; (iv) being agreed by Tenant that if requested, promptly deliver (or cause Owner to deliver) to Lender a copy Landlord and its counsel reasonably conclude that the terms of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce Agreement will have such an effect, then Tenant will modify the performance and observance of all terms of the covenants required to be performed and observed by Manager under Management Agreement so that the Management Agreement, in the failure reasonable opinion of which covenants could Landlord and its counsel, does not cause a Material Adverse Effect. Without Lender’s prior written consent (not the Rent to be unreasonably withheld)so characterized under the Code. Landlord shall have no right to enforce Tenant's rights under any such Management Agreement, Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent with respect to the reduction termination thereof following termination of the term of the Management this 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). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group).

Management Agreement. Borrower shall (i) maintain, or cause Owner to be maintained, the Management Agreement in full force and effect and timely perform all of Borrower's obligations thereunder and enforce performance in all material respects of all obligations of the Manager thereunder, and except as otherwise permitted by the Loan Documents, not permit the termination or amendment of the Management Agreement unless the prior written consent of Lender is first obtained, which consent shall not be unreasonably withheld, conditioned or delayed. Borrower shall cause the Manager to enter into an assignment and subordination of the management agreement in form satisfactory to Lender (the "Subordination of Management Agreement"). The Subordination of Management Agreement shall assign and subordinate the Manager's interests in the Property to be managed and all fees and other rights of the Manager pursuant to the Management Agreement; (ii) cause Owner Agreement to promptly perform and observe all the rights of the covenants required to be performed and 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. Upon an Event of Default, Borrower shall, at Lender's request made at any time while such Event of Default continues, terminate, or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requestedtermination of, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce . After the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld)date hereof, Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other agreement relating to the management of the Property with any party without the express written consent of Lender (which consent shall not be unreasonably withheld to the extent that such manager is an affiliate of Borrower); provided, however, with respect to a new manager of the Property (but not a leasing agent or subcontractor appointed in accordance with the Management Agreement) such consent may also be conditioned upon Borrower delivering (i) a Rating Comfort Letter with respect to such new manager and management agreement (except pursuant other than a Qualified Manager that is Controlled (in the sense of clause (ii) of the defined term "Control") by the REIT), and (ii) evidence satisfactory to Section 5.12.2 below); Lender (bwhich shall include, at the request of Lender, a legal non-consolidation opinion acceptable to Lender) reduce that the single purpose nature and bankruptcy remoteness of Borrower, its shareholders, partners or consent members, as the case may be, after the engagement of the new manager are in accordance with the requirements of the Rating Agencies. If at any time Lender consents to the reduction of 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 appointment 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). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property new manager, (C) such successor new manager executes and Borrower shall, as a consent condition of Lender's consent, execute an assignment and subordination of such management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered then used by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)Lender.

Management Agreement. Borrower shall (i) maintain, or cause Owner to be maintained, the Management Agreement in full force and effect and timely perform all of Borrower’s obligations thereunder and enforce performance in all material respects of all obligations of the Manager thereunder, and except as otherwise permitted by the Loan Documents, not permit the termination or amendment of the Management Agreement unless the prior written consent of Lender is first obtained, which consent shall not be unreasonably withheld, conditioned or delayed. Borrower shall cause the Manager to enter into an assignment and subordination of the management agreement in form satisfactory to Lender (the “Subordination of Management Agreement”). The Subordination of Management Agreement shall assign and subordinate the Manager’s interests in the Property to be managed and all fees and other rights of the Manager pursuant to the Management Agreement; (ii) cause Owner Agreement to promptly perform and observe all the rights of the covenants required to be performed and 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. Upon an Event of Default, Borrower shall, at Lender’s request made at any time while such Event of Default continues, terminate, or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requestedtermination of, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce . After the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld)date hereof, Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other agreement relating to the management of the Property with any party without the express written consent of Lender (which consent shall not be unreasonably withheld to the extent that such manager is an affiliate of Borrower); provided, however, with respect to a new manager of the Property (but not a leasing agent or subcontractor appointed in accordance with the Management Agreement) such consent may also be conditioned upon Borrower delivering (i) a Rating Comfort Letter (if required pursuant to a Pooling and Servicing Agreement from and after the occurrence of a Securitization) with respect to such new manager and management agreement (except pursuant other than a Qualified Manager that is Controlled (in the sense of clause (ii) of the defined term “Control”) by the REIT), and (ii) evidence satisfactory to Section 5.12.2 below); Lender (bwhich shall include, at the request of Lender, a legal non-consolidation opinion acceptable to Lender) reduce that the single purpose nature and bankruptcy remoteness of Borrower, its shareholders, partners or consent members, as the case may be, after the engagement of the new manager are in accordance with the requirements of the Rating Agencies. If at any time Lender consents to the reduction of 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 appointment 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). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property new manager, (C) such successor new manager executes and Borrower shall, as a consent condition of Lender’s consent, execute an assignment and subordination of such management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered then used by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)Lender.

Management Agreement. Borrower shall will (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; , (ii) cause Owner to promptly perform and observe all of the covenants required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; , (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; , (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received notice given for any other reason by Owner under Borrower to Manager pursuant to the terms of the Management Agreement; , and (v) cause Owner to promptly accept and/or enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent, such consent (not to be unreasonably withheld)exercised in Lender’s sole and absolute discretion, Borrower shall will not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement Agreement, waive any defaults thereunder, or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); agreement, (b) reduce or consent to the reduction of 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 any successor management agreement), or (f) knowingly permit the ownership, management, or control of the Manager to be transferred to any Person except as otherwise permitted pursuant to Section 18.1 of the Management Agreement. Borrower may will not assign, pledge, delegate, waive or transfer any interests, rights or obligations under the Management Agreement, including the proceeds thereof, Borrower will not borrow, or accept any forbearance to collect, any amount due from time it to time cause Owner to appoint a successor manager to manage Manager or any affiliate of Manager without the Property, provided that (A) Borrower provides to Lender prompt notice prior written consent of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender. Lender may reasonably requestender a cure or to cure any default or purported default in the obligations of Borrower under the Management Agreement, (B) the property management agreement and that any cost incurred by Lender in connection with such successor manager provides compensation cure or attempt to cure will constitute an additional advance as a demand obligation of Borrower under this Agreement and the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)other Loan Documents.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the Property and any incentive management fees shall not accrue. All fees (base, incentive, termination or otherwise) due under the Management Agreement must be subordinate in lien and payment to this Agreement (other than base management fees not in excess of three percent (3%) of the gross income derived from the Property). Borrower shall cause Mortgage Borrower to cause Operating Tenant to (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the material terms, covenants required and conditions of the Management Agreement, on the part of Mortgage Borrower or Operating Tenant to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower and Operating Tenant under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (Lender of the giving of any notice by Manager to Mortgage Borrower or cause Owner to notify) Lender Operating Tenant of any default under by Mortgage Borrower or Operating Tenant 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) if requested, promptly deliver (Mortgage Borrower or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Operating Tenant to be performed and observed and deliver to Lender a true copy of each such notice. Neither Borrower nor Mortgage Borrower shall cause Operating Tenant to surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive in writing. Notwithstanding the foregoing, Mortgage Borrower or release Operating Tenant may terminate a Management Agreement provided that Borrower or Operating Tenant simultaneously enters into a Replacement Management Agreement with a Qualified Manager. Subject to the rights of Mortgage Lender, if Mortgage Borrower or Operating Tenant shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower or Operating Tenant to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Borrower shall permit Lender, upon five (5) days prior notice to Borrower, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Mortgage Borrower or (e) suffer Operating Tenant to be performed or permit observed to be promptly performed or observed on behalf of Mortgage Borrower or Operating Tenant, to the occurrence end that the rights of Mortgage Borrower or Operating Tenant in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement)action. Borrower may shall cause Lender and any Person designated by Lender to have, the right to enter upon the applicable Individual Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Mortgage Borrower or Operating Tenant of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. None of Borrower, Mortgage Borrower or Operating Tenant shall, or permit, the Manager to, sub-contract any or all of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower shall, or cause Mortgage Borrower to cause Operating Tenant to, from time to time, obtain from the Manager such items certificates of estoppel with respect to compliance by Mortgage Borrower and information regarding Operating Tenant with the terms of the Management Agreement as may be requested by Lender (which requests shall be made no more frequently than once in any consecutive twelve month period unless such appointment request is made in connection with a Securitization). Borrower and successor manager as Mortgage Borrower shall cause Operating Tenant to 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 or prior to the period within which any such option may reasonably requestbe exercised. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (Bii) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to constitute a portion of the successor Debt, (iii) shall be secured by the lien of the Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor. Borrower represents that Interstate Management Company, L.L.C., the current manager of the Properties, is CB Xxxxxxx Xxxxxnot an Affiliate of, Xxxxx Xxxxnor Affiliated with, Borrower, Mortgage Borrower or PM Realty Group)Guarantor.

Management Agreement. (a) The Properties are currently self-managed by Mortgage Borrower. In the event that the Improvements on each Individual Property are operated under the terms and conditions of a Management Agreement, the provisions of this Section 5.1.18 shall apply. Borrower shall (i) cause Owner not permit any Mortgage Borrower Entity to cause the retain a manager to manage any Individual Property unless such manager is a Qualified Manager and has entered into a Management Agreement and an Agreement Regarding Management Agreement, each in form and substance, reasonably acceptable to be managed Lender. All management fees payable pursuant to the Management AgreementAgreements shall be market fees similar to those payable to managers of properties of a similar type and quality pursuant to arm’s-length management agreements, taking into account differences in the quality or level of service provided; provided, however, that if TSP or an Affiliate of TSP is employed as Manager of the Properties, such fees payable to TSP or such Affiliate, as the case may be, shall be deemed to be market and arm’s-length. Borrower shall cause Mortgage Borrower to (iii) cause Owner to promptly diligently perform and observe all of the material terms, covenants required and conditions of the Management Agreements on the part of Mortgage Borrower to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower under the Management Agreement Agreements and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice to notify) Lender Mortgage Borrower of any default under by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Mortgage Borrower to be performed and observed by Manager under the and deliver to Lender a true copy of each such notice. Borrower shall not cause or permit Mortgage Borrower to surrender any Management Agreement, consent to the failure assignment by Manager of which covenants could cause its interest under any Management Agreement, or terminate or cancel any Management Agreement or, in any respect that would have a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of 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 any Management Agreement, either orally or in writing. Notwithstanding the foregoing, Borrower shall be entitled to cause or permit Mortgage Borrower to enforce and terminate any Management Agreement in accordance with the terms thereof; provided, however, that if the Management Agreement for any Individual Property is terminated, Borrower shall cause the applicable Mortgage Borrower Entity to simultaneously enter into a replacement Management Agreement for such Individual Property. Subject to (x) the rights of Mortgage Lender pursuant to the terms and conditions of the Mortgage Loan Documents and (y) the rights of Mezzanine A Lender pursuant to the terms and conditions of the Mezzanine A Loan Documents, if Mortgage Borrower shall default in the performance or observance of any material respectterm, covenant or waive condition of any Management Agreement on the part of Mortgage Borrower to be performed or release observed, and such default shall continue beyond the expiration of any applicable grace or cure period, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations 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 terms, covenants and conditions of such Management Agreement on the part of Mortgage Borrower to be performed or observed to be promptly performed or observed on behalf of Mortgage Borrower, to the end that the rights of Mortgage Borrower in, to and remedies underunder such Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the Management Agreement; or (e) suffer or permit the occurrence right to enter upon any Individual Property at any time 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). Borrower may from time to time cause Owner to appoint a successor manager to manage while an uncured Event of Default exists for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager under any Management Agreement shall deliver to Lender prompt a copy of any notice sent to Borrower or Mortgage Borrower of default under such Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if the Manager sub-contracts to a third party any or all of its management responsibilities under any Management Agreement. Borrower shall, from time to time, use its best efforts (or commercially reasonable efforts, at any time when the Manager under any Management Agreement is not an Affiliate of Borrower, Mortgage Borrower, any Principal, Guarantor or TSP) to obtain from the Manager under such Management Agreement such certificates of estoppel with respect to compliance by Mortgage Borrower and Manager with the terms of such appointment and provides Management Agreement as may be reasonably requested by Lender. Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such items and information regarding option may be exercised. Any sums expended by Lender pursuant to this Section 5.1.18(a) shall bear interest at the Default Rate from the date which is ten (10) Business Days after the date Lender first makes written demand upon Borrower for reimbursement of such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation cost to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable date of payment to Borrower than such terms that were contained in the property management agreement with the prior property managerLender, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to constitute a portion of the successor manager is CB Xxxxxxx XxxxxDebt, Xxxxx Xxxx, or PM Realty Group)shall be secured by the lien of the Pledge Agreement and the other Loan Documents and shall be due and payable promptly upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the Property and any incentive management fees shall not accrue. All fees (base, incentive, termination or otherwise) due under the Management Agreement must be subordinate in lien and payment to the related Security Instrument and this Agreement (other than base management fees not in excess of three percent (3%) of the gross income derived from the Property). Borrower shall, or shall cause the Operating Tenant to (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the material terms, covenants required and conditions of the Management Agreement, on the part of Borrower or Operating Tenant to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower and Operating Tenant under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (Lender of the giving of any notice by Manager to Borrower or cause Owner to notify) Lender Operating Tenant of any default under by Borrower or Operating Tenant 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) if requested, promptly deliver (Borrower or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Operating Tenant to be performed and observed and deliver to Lender a true copy of each such notice. Neither Borrower nor Operating Tenant shall surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive in writing. Borrower and Operating Tenant hereby assign 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 and Operating Tenant to surrender the Management Agreement, or release to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement, in any material 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. Notwithstanding the foregoing, Borrower or Operating Tenant may terminate a Management Agreement provided that Borrower or Operating Tenant simultaneously enters into a Replacement Management Agreement with a Qualified Manager. If Borrower or Operating Tenant shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower or Operating Tenant to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lender shall have the right, but shall be under no obligation, upon five (5) days prior notice to Borrower, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Borrower or (e) suffer Operating Tenant to be performed or permit observed to be promptly performed or observed on behalf of Borrower or Operating Tenant, to the occurrence end that the rights of Borrower or Operating Tenant in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits Person designated by Lender shall have, and are hereby granted, the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may applicable Individual Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Borrower or Operating Tenant of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Neither Borrower nor Operating Tenant shall, and shall not permit the Manager to, sub-contract any or all of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower and Operating Tenant shall, from time to time, obtain from the Manager such items certificates of estoppel with respect to compliance by Borrower and information regarding Operating Tenant with the terms of the Management Agreement as may be requested by Lender (which requests shall be made no more frequently than once in any consecutive twelve month period unless such appointment request is made in connection with a Securitization). Borrower and successor manager as Operating Tenant shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation made at any time within or prior to the manager at market rates for similar properties period within which any such option may be exercised, and otherwise contains economic terms that are no less favorable Borrower and Operating Tenant hereby expressly authorizes and appoints Lender its attorney-in-fact to Borrower than exercise any such terms that were contained option in the property management agreement with the prior property managername of and upon behalf of Borrower and Operating Tenant, (C) such successor manager executes a consent which power of attorney shall be irrevocable and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the successor Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor. Borrower represents that Interstate Management Company, L.L.C., the current manager of the Properties, is CB Xxxxxxx Xxxxxnot an Affiliate of, Xxxxx Xxxxnor Affiliated with, Borrower, Mezzanine Borrower or PM Realty Group)Guarantor.

Management Agreement. (a) The Improvements on the Property are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the Property and any incentive management fees shall not accrue. All fees (base, incentive, termination or otherwise) due under the Management Agreement must be subordinate in lien and payment to the Security Instrument and this Agreement (other than base management fees not in excess of three percent (3%) of the gross income derived from the Property). Borrower shall, or shall cause the Operating Tenant to (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the material terms, covenants required and conditions of the Management Agreement, on the part of Borrower or Operating Tenant to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower and Operating Tenant under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (Lender of the giving of any notice by Manager to Borrower or cause Owner to notify) Lender Operating Tenant of any default under by Borrower or Operating Tenant 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) if requested, promptly deliver (Borrower or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Operating Tenant to be performed and observed and deliver to Lender a true copy of each such notice. Neither Borrower nor Operating Tenant shall surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive in writing. Borrower and Operating Tenant hereby assign 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 and Operating Tenant to surrender the Management Agreement, or release to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement, in any material 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. Notwithstanding the foregoing, Borrower or Operating Tenant may terminate the Management Agreement provided that Borrower or Operating Tenant simultaneously enters into a Replacement Management Agreement with a Qualified Manager. If Borrower or Operating Tenant shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower or Operating Tenant to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lender shall have the right, but shall be under no obligation, upon five (5) days prior notice to Borrower, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Borrower or (e) suffer Operating Tenant to be performed or permit observed to be promptly performed or observed on behalf of Borrower or Operating Tenant, to the occurrence end that the rights of Borrower or Operating Tenant in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits Person designated by Lender shall have, and are hereby granted, the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may Property at any time and from time to time cause Owner for the purpose of taking any such action. If the Manager shall deliver to appoint Lender a successor copy of any notice sent to Borrower or Operating Tenant of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Neither Borrower nor Operating Tenant shall, and shall not permit the Manager to, sub-contract any or all of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower and Operating Tenant shall, from time to time, obtain from the Manager such certificates of estoppel with respect to compliance by Borrower and Operating Tenant with the terms of the Management Agreement as may be requested by Lender (which requests shall be made no more frequently than once in any consecutive twelve month period unless such request is made in connection with a Securitization). Borrower and Operating Tenant 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 or prior to the period within which any such option may be exercised, and Borrower and Operating Tenant hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower and Operating Tenant, 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 (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor. Borrower represents that Interstate Management Company, L.L.C., the current manager to manage of the Property, provided that (A) is not an Affiliate of, nor Affiliated with, Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)Guarantor.

Management Agreement. (a) The Properties are currently self-managed by Mortgage Borrower. In the event that the Improvements on each Individual Property are operated under the terms and conditions of a Management Agreement, the provisions of this Section 5.1.18 shall apply. Borrower shall (i) cause Owner not permit any Mortgage Borrower Entity to cause the retain a manager to manage any Individual Property unless such manager is a Qualified Manager and has entered into a Management Agreement and an Agreement Regarding Management Agreement, each in form and substance, reasonably acceptable to be managed Lender. All management fees payable pursuant to the Management AgreementAgreements shall be market fees similar to those payable to managers of properties of a similar type and quality pursuant to arm’s-length management agreements, taking into account differences in the quality or level of service provided; provided, however, that if TSP or an Affiliate of TSP is employed as Manager of the Properties, such fees payable to TSP or such Affiliate, as the case may be, shall be deemed to be market and arm’s-length. Borrower shall cause Mortgage Borrower to (iii) cause Owner to promptly diligently perform and observe all of the material terms, covenants required and conditions of the Management Agreements on the part of Mortgage Borrower to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower under the Management Agreement Agreements and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice to notify) Lender Mortgage Borrower of any default under by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Mortgage Borrower to be performed and observed by Manager under the and deliver to Lender a true copy of each such notice. Borrower shall not cause or permit Mortgage Borrower to surrender any Management Agreement, consent to the failure assignment by Manager of which covenants could cause its interest under any Management Agreement, or terminate or cancel any Management Agreement or, in any respect that would have a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of 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 any Management Agreement, either orally or in writing. Notwithstanding the foregoing, Borrower shall be entitled to cause or permit Mortgage Borrower to enforce and terminate any Management Agreement in accordance with the terms thereof; provided, however, that if the Management Agreement for any Individual Property is terminated, Borrower shall cause the applicable Mortgage Borrower Entity to simultaneously enter into a replacement Management Agreement for such Individual Property. Subject to the rights of Mortgage Lender pursuant to the terms and conditions of the Mortgage Loan Documents, if Mortgage Borrower shall default in the performance or observance of any material respectterm, covenant or waive condition of any Management Agreement on the part of Mortgage Borrower to be performed or release observed, and such default shall continue beyond the expiration of any applicable grace or cure period, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations 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 terms, covenants and conditions of such Management Agreement on the part of Mortgage Borrower to be performed or observed to be promptly performed or observed on behalf of Mortgage Borrower, to the end that the rights of Mortgage Borrower in, to and remedies underunder such Management Agreement shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the Management Agreement; or (e) suffer or permit the occurrence right to enter upon any Individual Property at any time 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). Borrower may from time to time cause Owner to appoint a successor manager to manage while an uncured Event of Default exists for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager under any Management Agreement shall deliver to Lender prompt a copy of any notice sent to Borrower or Mortgage Borrower of default under such Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if the Manager sub-contracts to a third party any or all of its management responsibilities under any Management Agreement. Borrower shall, from time to time, use its best efforts (or commercially reasonable efforts, at any time when the Manager under any Management Agreement is not an Affiliate of Borrower, Mortgage Borrower, any Principal, Guarantor or TSP) to obtain from the Manager under such Management Agreement such certificates of estoppel with respect to compliance by Mortgage Borrower and Manager with the terms of such appointment and provides Management Agreement as may be reasonably requested by Lender. Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such items and information regarding option may be exercised. Any sums expended by Lender pursuant to this Section 5.1.18(a) shall bear interest at the Default Rate from the date which is ten (10) Business Days after the date Lender first makes written demand upon Borrower for reimbursement of such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation cost to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable date of payment to Borrower than such terms that were contained in the property management agreement with the prior property managerLender, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to constitute a portion of the successor manager is CB Xxxxxxx XxxxxDebt, Xxxxx Xxxx, or PM Realty Group)shall be secured by the lien of the Pledge Agreement and the other Loan Documents and shall be due and payable promptly upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Properties are operated and managed as "U-Store-It" self-service storage facilities (other than the Properties set forth on Schedule 4.1.31 attached hereto) under the terms and conditions of the Management Agreement, which have been approved by Lender including the management fees and any other items set forth therein. The Properties (other than the Properties set forth on Schedule 4.1.31 attached hereto) shall at all times continue to be operated as "U-Store-It" self-service storage facilities or under such other tradename or trademark as may be approved by Lender. In no event shall the management fees under the Management Agreement exceed four percent (4%) of the gross income derived from the applicable Individual Property. Borrower shall shall, (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreement, on the part of Borrower to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice by Manager to notify) Lender 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) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Borrower shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive in writing. 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 Management Agreement, or release 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. 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 the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Borrower, to the occurrence end that the rights of Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits Person designated by Lender shall have, and are hereby granted, the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may applicable Individual Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Borrower of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall not, and shall not permit the Manager to, sub-contract any or all of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower shall, from time to time, obtain from the Manager such items certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement 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 information regarding Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained option in the property management agreement with the prior property managername of and upon behalf of Borrower, (C) such successor manager executes a consent which power of attorney shall be irrevocable and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the successor manager Default Rate from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Lender, Xxxxx Xxxx(ii) shall be deemed to constitute a portion of the Debt, or PM Realty Group)(iii) shall be secured by the lien of the Security Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) If Borrower shall engage a Manager to manage the Property, Borrower shall (i) cause Owner to cause diligently perform, observe and enforce all of the Property terms, covenants and conditions of any Management Agreement, if any, on the part of Borrower to be managed pursuant performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under any such Management Agreement; Agreement and (ii) cause Owner to promptly perform and observe all 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 required or conditions of any such Management Agreement on the part of Borrower to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a true copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other such notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld)consent, Borrower shall not permit Owner surrender any Management Agreement, consent to (a) surrenderthe assignment by Manager of its interest under any Management Agreement, terminate, cancel, extend or renew the terminate or cancel any Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of 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 any Management Agreement, in any material respect, either orally or waive or release in writing, and 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 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 to terminate, cancel, modify, change, supplement, alter or amend any successor management agreement) if such default permits the Manager to terminate the Management Agreement (in any respect, and any such surrender of any Management Agreement or such successor management agreement). Borrower may from time to time cause Owner to appoint a successor manager to manage the Propertytermination, provided that (A) Borrower provides to Lender prompt notice cancellation, modification, change, supplement, alteration or amendment of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with any Management Agreement without the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)void and of no force and effect.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the Property. Borrower shall (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreement, on the part of Borrower to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice by Manager to notify) Lender 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) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Borrower shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive in writing without the Lender’s prior written consent, which consent shall not be unreasonably, withheld, conditioned or release delayed. 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 enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. 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 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. 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 the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Borrower, to the occurrence end that the rights of Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits Person designated by Lender shall have, and are hereby granted, the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may applicable Individual Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Borrower of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall not, and shall not permit the Manager to, sub-contract any or all of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Borrower shall, from time to time, use commercially reasonable efforts to obtain from the Manager such items and information regarding certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be reasonably requested by Lender. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such appointment and successor manager as Lender may reasonably requestcost is incurred to the date of payment to Lender, (Bii) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to constitute a portion of the successor manager is CB Xxxxxxx XxxxxDebt, Xxxxx Xxxx, or PM Realty Group)(iii) shall be secured by the lien of the Security Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. Borrower shall (ia) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (iib) cause Owner subject to Borrower’s business judgment to the contrary, promptly perform and observe all of the covenants required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiic) subject to Borrower’s business judgment to the contrary, promptly notify (or cause Owner to notify) Lender Administrative Agent of any default under the Management Agreement of which it is aware; (ivd) if requested, promptly deliver (or cause Owner to deliver) to Lender Administrative Agent a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner Borrower under the Management Agreement; and (ve) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without LenderAdministrative Agent’s prior express written consent, which consent (shall not to be unreasonably withheld), conditioned or delayed, Borrower shall not permit Owner to (ai) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below5.12.2); (bii) reduce or consent to the reduction of the term of the Management Agreement; (ciii) increase or consent to the increase of the amount of any charges under the Management Agreement; (div) 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 (ev) 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 (x) Administrative Agent fails to respond to a written request from Borrower may from time to time cause Owner Administrative Agent for Administrative Agent’s consent to appoint a successor manager to manage any action contained in clauses (i) through (v) hereunder within ten (10) Business Days following Borrower’s delivery of the Propertymaterials required with respect hereto, provided that (Ay) Borrower provides delivers to Lender prompt notice Administrative Agent a second submission with respect thereto, but with such second submission stating in bold uppercase letters at the top of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably requestrequest “SECOND AND FINAL NOTICE -- TIME SENSITIVE APPROVAL OR DISAPPROVAL REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender OR DEEMED APPROVAL WILL OCCUR” and (Dz) Administrative Agent fails to expressly approve or disapprove the action(s) identified in such successor manager has the management expertise in managing properties similar in size and type to the property second submission within such additional five (provided that 5) Business Day period, then such condition action(s) shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)to have been approved by Administrative Agent.

Management Agreement. In the event that any Property is subject to a Management Agreement, the applicable Borrower shall (ia) cause Owner to cause the such Property to be managed pursuant to the such Management Agreement; (iib) cause Owner to promptly perform and observe all of the covenants required to be performed and observed by it under the such Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiic) promptly notify (or cause Owner to notify) Lender of any default under the such Management Agreement of which it is aware; (ivd) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner such Borrower under the its Management Agreement; and (ve) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under such Management Agreement. If any Borrower shall default in the performance or observance of any material term, covenant or condition of a Management Agreement on the part of such 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 such Borrower from any of its obligations hereunder or under such Management Agreement, Lender shall have the failure 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 which covenants could cause a Material Adverse Effectsuch Management Agreement on the part of such Borrower to be performed or observed. Without Lender’s 's prior written consent (consent, which shall not to be unreasonably withheld), conditioned or delayed, no Borrower shall not permit Owner to (ai) surrender, terminate, cancel, extend or renew the its Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 belowhereof); (bii) reduce or consent to the reduction of the term of the its Management Agreement; (ciii) increase or consent to the increase of the amount of any charges under the its Management Agreement; (div) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the its Management Agreement; or (ev) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the its Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the such Management Agreement (or such successor management agreement). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group).

Management Agreement. (a) The Improvements on the Property are operated under the terms and conditions of the Management Agreement or Replacement Management Agreement as applicable. Borrower shall cause Mortgage Borrower to (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe in all material respects all of the terms, covenants required and conditions of the Management Agreement or Replacement Management Agreement, if applicable, on the part of such Mortgage Borrower to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the material rights of such Mortgage Borrower under the Management Agreement or Replacement Management Agreement, if applicable and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner to notify) Lender of the giving of any notice to such Mortgage Borrower of any material default by such Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement or Replacement Management Agreement, if applicable on the part of such Mortgage Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Borrower shall not, and shall not cause, permit, suffer to exist the surrender of the Management Agreement or Replacement Management Agreement, if applicable, a consent to the assignment by the Manager of its interest under the Management Agreement (except as provided herein) or Replacement Management Agreement, if applicable, or a termination or cancellation of the Management Agreement or Replacement Management Agreement, if applicable, or a modification, change, supplement, alteration or amendment of the Management Agreement or Replacement Management Agreement, if applicable, in any material respect, either orally or in writing, without the prior written consent of Lender, which it is aware; (iv) if requestedconsent shall not be unreasonably withheld, promptly deliver (conditioned or cause Owner to deliver) delayed. Borrower hereby assigns to Lender a copy as further security for the payment of each financial statement, business plan, capital expenditure plan, the Debt and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to 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 to be performed and observed by Manager under the Management Agreement or Replacement Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not if applicable, or to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of 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 the Management Agreement or Replacement Management Agreement, if applicable, in any material respect, and any such surrender of the Management Agreement or waive Replacement Management Agreement, if applicable, or release termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement or Replacement Management Agreement, if applicable, without the prior consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, shall be void and of no force and effect. If Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement or Replacement Management Agreement, if applicable, on the part of Mortgage Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement or Replacement Management Agreement; , if applicable, on the part of Mortgage Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Mortgage Borrower, to the occurrence end that the rights of Mortgage Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or Replacement Management Agreement, if applicable, shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits person designated by Lender shall have, and are hereby granted, the Manager right upon reasonable advance written notice to terminate Borrower and Mortgage Borrower to enter upon the Management Agreement (or such successor management agreement). Borrower may Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to a Mortgage Borrower of material default under the Management Agreement or Replacement Management Agreement, if applicable, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon unless such items and information regarding action constitutes the willful misconduct, fraud, illegal acts or gross negligence of Lender or Lender’s agent. Borrower shall notify Lender if the Manager sub-contracts to a third party any or all of its management responsibilities under the Management Agreement or Replacement Management Agreement, if applicable. Borrower shall, from time to time, obtain from the Manager such appointment and successor manager certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Management Agreement or Replacement Management Agreement, if applicable, as may be reasonably requested by Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates extent provided for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with Management Agreement or Replacement Management Agreement if the prior property managerManger is not an affiliate of Borrower. Borrower shall exercise or cause the exercise of each individual option, if any, to extend or renew the term of the Management Agreement or Replacement Management Agreement, if applicable, upon demand by Lender made at any time within one (C1) year of the last day upon which any such successor manager executes a consent option may be exercised, and subordination of management agreement substantially Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the form name of and upon behalf of Borrower, as the Consent sole owner of Mortgage Borrower, which power of attorney shall be irrevocable and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the successor manager Default Rate from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Lender, Xxxxx Xxxxshall be deemed to constitute a portion of the Debt, or PM Realty Group)shall be secured by the Lien of the Security Instruments and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. Borrower shall (i) Borrower shall cause Owner Mortgage Borrower to use commercially reasonable efforts to cause Manager to manage and lease the Property to be managed pursuant to in accordance with the Management Agreement; . Borrower shall cause Mortgage Borrower to (iiA) cause Owner to promptly diligently perform and observe observe, in each case in all material respects, all of the terms, covenants required and conditions of the Management Agreement on the part of Mortgage Borrower to be performed and observed, (B) promptly notify Administrative Agent of any written notice to Borrower or Mortgage Borrower of any material default by Borrower or Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Mortgage Borrower to be performed and observed by it under the Management Agreement beyond any applicable grace, notice and do all things necessary to preserve and to keep unimpaired its rights thereunder; cure periods, (iiiC) promptly notify (or cause Owner to notify) Lender following receipt of any default under the Management Agreement of which it is aware; (iv) if requestedAdministrative Agent’s written request, promptly deliver (or cause Owner to deliver) to Lender Administrative Agent a copy of each financial statement, business plan, capital expenditure expenditures plan, and property improvement plan and any other notice, report and estimate received by Owner under it pursuant to the terms of the Management Agreement; , and (vD) cause Owner to promptly enforce the performance and observance in all material respects of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), If Mortgage Borrower shall not permit Owner to (a) surrenderdefault in the performance or observance of any term, terminate, cancel, extend covenant or renew condition of the Management Agreement on the part of Mortgage Borrower to be performed or otherwise replace observed beyond any applicable grace, notice or cure periods, then, without limiting Administrative Agent’s other rights or remedies under this Agreement or the Manager other Loan Documents, and without waiving or enter into releasing Borrower from any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce of its Obligations hereunder or consent to the reduction of the term of the Management Agreement; (c) increase Mortgage Borrower’s Obligations or consent to the increase of the amount of any charges under the Management Agreement; (d) otherwise modify, changeas applicable, supplementAdministrative Agent shall have the right, alter or amend in but shall be under no obligation, to pay any material respectsums and to perform any act as may be appropriate to cause all the terms, or waive or release any covenants and conditions 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 (on the part of Mortgage Borrower to be performed or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement)observed. Borrower may hereby agrees to pay to Administrative Agent promptly following written demand, all such sums so paid and expended by Administrative Agent in connection therewith, together with interest thereon at the Default Rate from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) day on which Borrower provides to Lender prompt notice of receives such appointment demand until paid. All sums so paid and provides to Lender such items expended by Administrative Agent and information regarding such appointment the interest thereon shall be secured by the legal operation and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form effect of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)Pledge Agreement.

Management Agreement. Borrower (a) Each Collateral Property is operated under the terms and conditions of the applicable Management Agreement. Operating Lessee shall (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreements on the part of Operating Lessee to be performed and observed by it to the end that all things shall be A/72912756.15 done which are necessary to keep unimpaired the rights of Operating Lessee under the Management Agreement Agreements and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Administrative Agent and the Lenders of the giving of any notice by any Manager to notify) Lender Operating Lessee of any default under by Operating Lessee in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Operating Lessee to be performed and observed by Manager under the and deliver to Administrative Agent a true copy of each such notice. Operating Lessee shall not surrender any Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction assignment by any Manager of the term of the its interest under a Management Agreement; (c) increase , or consent to the increase of the amount of terminate or cancel any charges under the Management Agreement; (d) otherwise , or modify, change, supplement, alter or amend any Management Agreement, in any material respect, either orally or waive in writing without Required Lenders’ prior written consent. Borrowers hereby assign to Administrative Agent for benefit of the Secured Parties as further security for the payment of the Obligations and for the performance and observance of the terms, covenants and conditions of this Agreement and the other Loan Documents, all the rights, privileges and prerogatives of Borrowers to surrender any Management Agreement, or release to terminate, cancel, modify, change, supplement, alter or amend such Management Agreements, in any material respect, and any such surrender of its rights such Management Agreements, or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement in any material respect, without the prior consent of Administrative Agent and remedies underRequired Lenders, shall be void and of no force and effect. Any such proposed modification, change, supplement, alteration or amendment of the Management Agreement submitted to Administrative Agent and the Lenders for approval shall be deemed approved if (i) Borrowers deliver to the Lenders a written request for such approval marked in bold lettering with the following language: “ADMINISTRATIVE AGENT AND REQUIRED LENDERS’ RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A TERM LOAN AGREEMENT AMONG THE UNDERSIGNED, AND ADMINISTRATIVE AGENT AND OTHERS” and the envelope containing the request must be marked “PRIORITY”, and (ii) Administrative Agent and Required Lenders shall have failed to notify Borrowers of approval or disapproval within such fifteen (15) Business Days following Administrative Agent’s and the Lenders’ receipt of Borrowers’ written request together with such proposed modification, change, supplement, alteration or amendment of the Management Agreement; , and any and all other information and documentation relating thereto reasonably required by Administrative Agent or the Lenders to reach a decision. In no event shall Administrative Agent or the Required Lenders be deemed to have approved (e1) suffer a surrender, termination or permit cancellation of the occurrence and continuance of Management Agreement, (2) any change having a default beyond any applicable cure period Material Adverse Effect under the Management Agreement Agreement, or (3) or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property new management agreement with a new property manager. Upon a Borrower’s request, Administrative Agent and each of the disapproving Lenders shall deliver to such successor manager provides compensation Borrower a reasonably detailed description of the reasons for any disapprovals under this Section 7.17. The certain modifications to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained Management Agreements described in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition Schedule 7.17 shall be deemed satisfied if to have been preapproved by Administrative Agent and the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)Required Lenders as of the Closing Date.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed five percent (5%) of the Gross Income from Operations. Borrower shall (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreement, on the part of Borrower to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice by Manager to notify) Lender 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) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Borrower shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive in writing. 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 Management Agreement, or release 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 written 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 observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Borrower, to the occurrence end that the rights of Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits Person designated by Lender shall have, and are hereby granted, the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may applicable Individual Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Borrower of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall not, and shall not permit the Manager to, sub-contract any or all of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender. Borrower shall, from time to time, obtain from the Manager such items certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement 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 information regarding Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained option in the property management agreement with the prior property managername of and upon behalf of Borrower, (C) such successor manager executes a consent which power of attorney shall be irrevocable and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the successor manager Default Rate from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Lender, Xxxxx Xxxx(ii) shall be deemed to constitute a portion of the Debt, or PM Realty Group)(iii) shall be secured by the lien of the Security Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (i) Borrower shall use commercially reasonable efforts to cause Manager to manage and lease the Property in accordance with the Management Agreement. Borrower shall (iA) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe observe, in each case in all material respects, all of the terms, covenants required and conditions of the Management Agreement on the part of Borrower to be performed and observed, (B) promptly notify Administrative Agent of any written notice to Borrower of any material 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 by it under the Management Agreement beyond any applicable grace, notice and do all things necessary to preserve and to keep unimpaired its rights thereunder; cure periods, (iiiC) promptly notify (or cause Owner to notify) Lender following receipt of any default under the Management Agreement of which it is aware; (iv) if requestedAdministrative Agent’s written request, promptly deliver (or cause Owner to deliver) to Lender Administrative Agent a copy of each financial statement, business plan, capital expenditure expenditures plan, and property improvement plan and any other notice, report and estimate received by Owner under it pursuant to the terms of the Management Agreement; , and (vD) cause Owner to promptly enforce the performance and observance in all material respects of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), If Borrower shall not permit Owner to (a) surrenderdefault in the performance or observance of any term, terminate, cancel, extend covenant or renew condition of the Management Agreement on the part of Borrower to be performed or otherwise replace observed beyond any applicable grace, notice or cure periods, then, without limiting Administrative Agent’s other rights or remedies under this Agreement or the Manager other Loan Documents, and without waiving or enter into releasing Borrower from any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce of its Obligations hereunder or consent to the reduction of 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, changeas applicable, supplementAdministrative Agent shall have the right, alter or amend in but shall be under no obligation, to pay any material respectsums and to perform any act as may be appropriate to cause all the terms, or waive or release any covenants and conditions 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 (on the part of Borrower to be performed or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement)observed. Borrower may hereby agrees to pay to Administrative Agent promptly following written demand, all such sums so paid and expended by Administrative Agent in connection therewith, together with interest thereon at the Default Rate from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) day on which Borrower provides to Lender prompt notice of receives such appointment demand until paid. All sums so paid and provides to Lender such items expended by Administrative Agent and information regarding such appointment the interest thereon shall be secured by the legal operation and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form effect of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)Mortgage.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed (I) with respect to the Properties managed by InterContinental Hotels Group or any of its Affiliates, the sum of (x) five percent (5%) of total room revenue and (y) two percent (2%) of total revenue; provided, however, InterContinental Hotels Group or any of its Affiliates shall not charge any additional franchise fees in connection with such Properties and (II) with respect to the Properties managed by any Person other than InterContinental Hotels Group or any of its Affiliates, four percent (4%) of the gross income derived from the Property (excluding any incentive management fees which are subordinate to the Loan). Borrower shall (or shall cause Operating Lessee to) (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreement, on the part of Operating Lessee to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Operating Lessee under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice by Manager to notify) Lender Operating Lessee of any default under by Operating Lessee 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) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice. Neither Borrower nor Operating Lessee shall surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive in writing. Borrower hereby assigns (and Borrower shall cause Operating Lessee to assign) 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 and/or Operating Lessee to surrender the Management Agreement, or release to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement, in any material respect, and any such surrender of the Management Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement in any material respect, without the prior consent of Lender, shall be void and of no force and effect. Any such proposed modification, change, supplement, alteration or amendment of the Management Agreement submitted to Lender for approval shall be deemed approved if (i) Borrower delivers to Lender a written request for such approval marked in bold lettering with the following language: "LENDER'S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER. FAILURE TO RESPOND SHALL BE DEEMED AN APPROVAL." and the envelope containing the request is marked "PRIORITY"; and (ii) Lender shall have failed to notify Borrower of its approval or disapproval within such fifteen (15) Business Days following Lender's receipt of Borrower's written request together with such proposed modification, change, supplement, alteration or amendment of the Management Agreement, and any and all other information and documentation relating thereto reasonably required by Lender to reach a decision. In no event shall Lender be deemed to have approved (1) a surrender, termination or cancellation of the Management Agreement, (2) any change having a material adverse effect on Borrower's or Operating Lessee's costs or obligations under the Management Agreement, or (3) or a new management agreement with a new property manager. Upon Borrower's request, Lender shall deliver to Borrower a reasonably detailed description of the reasons for any disapprovals under this Section 5.1.18. If Operating Lessee shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Operating Lessee to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Operating Lessee to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Operating Lessee to the occurrence end that the rights of Operating Lessee in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits Person designated by Lender by written notice to Borrower shall have, and are hereby granted, the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may applicable Individual Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Borrower and/or Operating Lessee of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower and Operating Lessee shall not, and shall not permit the Manager to, sub-contract all or any material portion of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned. Borrower shall, from time to time, cause Operating Lessee to request of Manager and deliver to Lender upon receipt such items and information regarding such appointment and successor manager certificates of estoppel with respect to compliance by Operating Lessee with the terms of the Management Agreement as Lender may be reasonably requestrequested by Lender. Borrower and/or Operating Lessee shall exercise each individual option, (B) if any, to extend or renew the property management agreement with such successor manager provides compensation term of the Management Agreement to the manager at market rates for similar properties extent required to continue it in full force and otherwise contains economic terms that are no less favorable effect until after the Maturity Date, and Borrower hereby authorizes and appoints (and shall cause Operating Lessee to Borrower than authorize and appoint) Lender their attorney-in-fact to exercise any such terms that were contained option in the property management agreement with the prior property managername of and upon behalf of Borrower and/or Operating Lessee, (C) such successor manager executes a consent which power of attorney shall be irrevocable and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the successor manager Default Rate from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Lender, Xxxxx Xxxx(ii) shall be deemed to constitute a portion of the Debt, or PM Realty Group)(iii) shall be secured by the lien of the Security Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. Borrower shall will (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; , (ii) cause Owner to promptly perform and observe all of the covenants required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; , (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; , (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received notice given for any other reason by Owner under Borrower to Manager pursuant to the terms of the Management Agreement; , and (v) cause Owner to promptly accept and/or enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent, such consent (not to be unreasonably withheld)exercised in Lender’s sole and absolute discretion, Borrower shall will not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement Agreement, waive any defaults thereunder, or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); agreement, (b) reduce or consent to the reduction of 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 any successor management agreement), or (f) knowingly permit the ownership, management, or control of the Manager to be transferred to any Person except as otherwise permitted pursuant to Section 18.1 of the Management Agreement. Borrower may will not assign, pledge, delegate, waive or transfer any interests, rights or obligations under the Management Agreement, including the proceeds thereof, Borrower will not borrow, or accept any forbearance to collect, any amount due from time it to time cause Owner to appoint a successor manager to manage Manager or any affiliate of Manager without the Property, provided that (A) Borrower provides to Lender prompt notice prior written consent of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender. Lender may reasonably requestender a cure or to cure any default or purported default in the obligations of Borrower under the Management Agreement, (B) the property management agreement and that any cost incurred by Lender in connection with such successor manager provides compensation cure or ​ ​ ​ LOAN AGREEMENT, PAGE 21 ​ attempt to cure will constitute an additional advance as a demand obligation of Borrower under this Agreement and the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)other Loan Documents.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the Property. Pledgor shall cause Mortgage Borrower shall to (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreement, on the part of Mortgage Borrower to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice by Manager to notify) Lender Mortgage Borrower of any default under by Mortgage 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) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Mortgage Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Pledgor shall cause Mortgage Borrower to not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive in writing without the Lender’s prior written consent, which consent shall not be unreasonably, withheld, conditioned or release delayed. In the event that the Management Agreement expires or is terminated (without limiting any obligation of Pledgor to obtain Lender’s consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), Pledgor shall cause Mortgage Borrower to promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. Subject to the rights of Mortgage Lender, Mezzanine A Lender, Mezzanine B Lender and Mezzanine C Lender, if Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Pledgor from any of its rights obligations hereunder, Pledgor shall permit Lender to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Mortgage Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Mortgage Borrower, to the occurrence end that the rights of Mortgage Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any successor management agreement) if such default permits action. Pledgor shall cause Lender and any Person designated by Lender to have the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may applicable Individual Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Pledgor or Mortgage Borrower of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Pledgor shall cause Mortgage Borrower to not, and shall not permit the Manager to, sub-contract any or all of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Pledgor shall, from time to time, use commercially reasonable efforts to obtain from the Manager such items and information regarding certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Management Agreement as may be requested by Lender. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such appointment and successor manager as Lender may reasonably requestcost is incurred to the date of payment to Lender, (Bii) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to constitute a portion of the successor manager is CB Xxxxxxx XxxxxDebt, Xxxxx Xxxx, or PM Realty Group)(iii) shall be secured by the lien of the Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Subject to the last three (3) sentences in this Section 4.1.26(a), each of Borrower and Operating Lessee shall (i) cause Owner to cause the hotel located on each Individual Property to be managed operated pursuant to the applicable Management Agreement; (ii) cause Owner to promptly perform and observe all of the covenants required to be performed and observed by it under the Management Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each material financial statement, material business plan, material capital expenditure expenditures plan, and property improvement plan and any other material notice, material report and material estimate received by Owner it under the Management AgreementAgreement (including, without limitation, notices of default, notices concerning any of the trademarks licensed under any Management Agreement and notices requiring Borrower to perform any repairs, alterations, improvements or remodeling to the applicable Individual Property); and (v) cause Owner to promptly enforce in a commercially reasonable manner the performance and observance of all of the material covenants required to be performed and observed by the Manager under the Management Agreement; and (vi) use commercially reasonable efforts to deliver any brand manager comfort letters or estoppels reasonably requested by Lender in form and substance reasonably acceptable to Lender pursuant to Section 4.1.8(d) hereof. In addition, the failure of which covenants could cause a Material Adverse Effect. Without neither Borrower nor Operating Lessee shall, without Lender’s prior written consent, which consent (shall not to be unreasonably withheld), Borrower shall not permit Owner conditioned or delayed, (A) except as expressly permitted pursuant to (a) the terms hereof, surrender, terminate, cancel, extend terminate or renew cancel the Management Agreement or otherwise replace reject the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below)Management Agreement in a proceeding under Creditor’s Rights Laws; (bB) reduce or consent to the reduction of the term of the Management AgreementAgreement if the same would have a Material Adverse Effect; (cC) increase or consent to the increase of the amount of any charges under the Management AgreementAgreement if the same would have a Material Adverse Effect; (dD) otherwise materially and adversely modify, change, supplement, alter or amend in any material respectamend, or waive or release any of its rights and remedies under, the Management Agreement; or (eE) subject to the last sentence in this Section 4.1.26(a), 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 or cancel the Management Agreement. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, Borrower shall have the right to, without Lender’s consent, terminate or accept a termination of a Management Agreement and enter into a Replacement Brand Management Agreement or a Replacement Franchise Agreement (unless a Franchise Agreement already exists) and a Replacement Management Agreement with a Qualified Manager, as applicable, in accordance with the terms hereof, provided that, (A) within sixty (60) days of such termination such Borrower or Operating Lessee (x) enters into a Replacement Brand Management Agreement with a Qualified Brand Manager or (y) enters into both (I) a Replacement Management Agreement with a Qualified Manager and (II) a Replacement Franchise Agreement with a Qualified Franchisor, and (B) all other Individual Properties (other than the one for which a Brand Management Agreement is terminated) are then subject to a Franchise Agreement or Brand Management Agreement that is in full force and effect). Notwithstanding anything in this Agreement to the contrary, a default under a Management Agreement shall not be a Default or Event of Default, so long as (a) Borrower shall diligently be pursuing cure of such default under the Management Agreement in accordance with the Management Agreement or other conditions granted by Manager and in a manner satisfactory to Lender, (or such successor management agreement). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (Ab) Borrower provides to Lender prompt notice or Operating Lessee terminates or accepts a termination of the Management Agreement on account of such appointment default and provides enters into a Replacement Brand Management Agreement or Replacement Franchise Agreement and a Replacement Management Agreement with a Qualified Manager within sixty (60) days of such termination, as provided herein, or (c) Borrower shall obtain an Individual Property Release of the Individual Property to Lender which such items Management Agreement default relates pursuant to Section 2.7 of this Agreement. For the avoidance of doubt, and information regarding such appointment and successor manager as Lender may reasonably requestsubject to (i) the Cash Management Agreement, (Bii) the property management agreement last sentence of Section 4.1.26(b) hereof and (iii) Section 4.1.26(d) hereof, Borrower shall have the right at any time and without Lender’s consent, so long as there is not a continuing Event of Default, to replace any Management Agreement with such successor manager provides compensation to a Replacement Brand Management Agreement with a Brand Manager including, without limitation, the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form rebranding of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager Philadelphia Property and/or the San Francisco Property to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)an Autograph Collection hotel.

Management Agreement. (a) Borrower shall (and shall cause Mortgage Borrower to) (i) cause Owner to cause diligently perform, observe and enforce all of the Property terms, covenants and conditions of the Management Agreement on the part of Mortgage Borrower to be managed pursuant performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower under the Management Agreement; Agreement and (ii) cause Owner to promptly perform and observe all notify Lender of the giving of any notice to Mortgage Borrower of any default by Mortgage Borrower in the performance or observance of any of the terms, covenants required or conditions of the Management Agreement on the part of Mortgage Borrower to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a true copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other such notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent, such consent (not to be unreasonably withheld), conditioned or delayed, Borrower shall not permit Owner Mortgage Borrower to (a) surrendersurrender the Management Agreement, terminateconsent to the assignment by Manager of its interest under the Management Agreement, cancel, extend or renew terminate or cancel the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of 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 the Management Agreement, in any material respect, either orally or waive in writing, and 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 permit Mortgage Borrower to surrender the Management Agreement or release 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 consents required pursuant to this Section 4.15(a) shall be void and of no force and effect; 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. If Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Mortgage Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Mortgage Borrower, to the occurrence end that the rights of Mortgage Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits person designated by Lender shall have, and are hereby granted, subject to the Manager terms and conditions of, and the rights of Tenants under the Leases, the right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If Manager shall deliver to Lender prompt a copy of any notice sent to Mortgage Borrower of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall (and shall cause Mortgage Borrower to), from time to time, use its commercially reasonable efforts to obtain from Manager under the Management Agreement such items and information regarding certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Management Agreement as may be reasonably requested by Lender. Borrower shall cause Mortgage Borrower to 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 appointment and successor manager as Lender option may reasonably requestbe exercised, and, should Borrower so fail to exercise such option, (Bon behalf of Mortgage Borrower) the property management agreement with hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained option in the property management agreement with the prior property managername of and upon behalf of Mortgage Borrower, (C) such successor manager executes a consent which power of attorney shall be irrevocable and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the successor manager Interest Rate from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Lender, Xxxxx Xxxxshall be deemed to constitute a portion of the Debt, or PM Realty Group)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.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. Borrower shall cause Operating Lessee to (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the material terms, covenants required and conditions of each Management Agreement, on the part of Operating Lessee to be performed and observed in accordance with the terms thereof and (ii) promptly notify Lender of the giving of any notice by it any Manager to Operating Lessee of any default by Operating Lessee in the performance or observance of any of the material terms, covenants or conditions of the applicable Management Agreement on the part of Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice. Borrower shall not permit or cause Operating Lessee to (1) surrender any Management Agreement, (2) except as required by the terms of the Management Agreement, consent to the assignment by any Manager of its respective interest under the applicable Management Agreement, (3) terminate or cancel any Management Agreement, or (4) except as required by the terms of the Management Agreement, modify or amend any Management Agreement, in any material respect, either orally or in writing in each case without the consent of Lender which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that immaterial modifications, amendments, changes or supplements of any Management Agreement may be made without consent of Lender (provided, that, in no instance shall any modification, amendment, change or supplement of the Marriott Management Documents which would reduce the consent rights or other discretionary rights of Mortgage Borrower and/or Operating Lessee thereunder from those set forth in the Marriott Management Documents as of the Closing Date be deemed immaterial); and provided further, that, Borrower may permit Operating Lessee to, without Lender’s consent (except with respect to any Lender consent required pursuant to the definitions of Qualified Manager and Replacement Management Agreement set forth herein), replace the Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement and do any termination fees and other sums payable to the Manager being replaced are either (i) paid from Excess Cash Flow which is entitled to be used for such payment in accordance with the terms and conditions of this Agreement or (ii) paid from an equity contribution to the Operating Lessee from sources other than the Collateral and the Mortgage Loan Collateral. Subject to the rights of Mortgage Lender, 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 things necessary the rights, privileges and prerogatives of Operating Lessee to preserve surrender any Management Agreement, or, except as otherwise provided in this Agreement, to terminate, cancel, modify or amend any Management Agreement, in any material respect, and any such surrender of any Management Agreement, or termination, cancellation, modification or amendment of any Management Agreement, without the prior consent of Lender (other than as permitted pursuant to this Agreement) shall be void and of no force and effect. If Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of Operating Lessee to be performed or observed and subject to the rights of Mortgage Lender, then, if such default is not remedied within the lesser of (i) ten (10) Business Days of receipt of notice by Borrower from Lender and (ii) such period of time as, should Borrower fail to cause Operating Lessee to remedy such default after receipt of notice thereof, shall give Lender a reasonable period of time to cure such default, then without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower or Operating Lessee from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to keep unimpaired its rights thereunder; (iii) promptly notify (perform any act or take any action as may be appropriate to cause Owner to notify) Lender all the terms, covenants and conditions of any default under the applicable Management Agreement on the part of which it is aware; (iv) if requestedOperating Lessee to be performed or observed to be promptly performed or observed on behalf of Operating Lessee. Subject to the rights of Mortgage Lender, promptly Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If any Manager shall deliver (or cause Owner to deliver) to Lender a copy of each financial statementany notice sent to Operating Lessee of default under any Management Agreement, business plansuch notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, capital expenditure planin reliance thereon. Borrower shall not permit Operating Lessee to, and property improvement plan and shall cause Operating Lessee to not permit any other noticeManager to, report and estimate received by Owner under subject to the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance terms of all of the covenants required to be performed and observed by Manager under the Management Agreement, sub-contract any or all of its respective management responsibilities under any Management Agreement to a third-party without the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (of Lender, which consent shall not to be unreasonably withheld), conditioned or delayed. Following the occurrence and during the continuance of an Event of Default, Borrower shall cause Operating Lessee to not exercise any rights or make any decisions, grant any approvals or otherwise take any action under the Management Agreement without the prior consent of Lender, which consent may be granted, conditioned or withheld in Lender’s sole discretion. Borrower shall cause Operating Lessee to, from time to time, use commercially reasonable efforts to obtain from each Manager and deliver to Lender, Mortgage Lender and Mezzanine B Lender such certificates of estoppel with respect to compliance by Operating Lessee with the terms of the applicable Management Agreement as may be requested by Lender; provided, that, so long as no Event of Default has occurred and is continuing, Borrower shall not permit Owner be required to cause Operating Lessee to provide such statement more than one (a1) surrendertime in any Fiscal Year, terminateprovided, cancelfurther, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except that such estoppel shall be addressed to each of Lender, Mortgage Lender and Mezzanine B Lender. Any sums expended by Lender pursuant to Section 5.12.2 below); this paragraph (bi) reduce or consent shall bear interest at the Default Rate from the date such cost is incurred to the reduction date of the term of the Management Agreement; (c) increase or consent payment 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). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably requestLender, (Bii) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to constitute a portion of the successor manager is CB Xxxxxxx XxxxxDebt, Xxxxx Xxxx, or PM Realty Group)(iii) shall be secured by the lien of the Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed (I) with respect to the Properties managed by Six Continents Hotels, the sum of (x) five percent (5%) of total room revenue and (y) two percent (2%) of total revenue; provided, however, Six Continents Hotels shall not charge any additional franchise fees in connection with such Properties and (II) with respect to the Properties managed by any Person other than Six Continents Hotels, four percent (4%) of the gross income derived from the Property (excluding any incentive management fees which are subordinate to the Loan). Borrower shall cause Mortgage Borrower or Operating Lessee to (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreement, on the part of Operating Lessee to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Operating Lessee under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice by Manager to notify) Lender Operating Lessee of any default under by Operating Lessee 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) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice. Borrower shall cause Mortgage Borrower and/or Operating Lessee to not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive in writing. Subject to the rights of Mortgage Lender, if Operating Lessee shall default in the performance or release observance of any material term, covenant or condition of the Management Agreement on the part of Operating Lessee to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Borrower shall cause Mortgage Borrower to permit Lender to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Operating Lessee to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Operating Lessee, to the occurrence end that the rights of Mortgage Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement)action. Borrower may shall cause Lender and any Person designated by Lender by written notice to Borrower to have the right to enter upon the applicable Individual Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Borrower or Mortgage Borrower and/or Operating Lessee of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall cause Mortgage Borrower and/or Operating Lessee to not, and shall not permit the Manager to, sub-contract all or any material portion of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender. Borrower shall cause Operating Lessee to request of Manager and deliver to Lender upon receipt such items certificates of estoppel with respect to compliance by Operating Lessee with the terms of the Management Agreement as may be requested by Lender. Borrower shall cause Mortgage Borrower and/or Operating Lessee to exercise each individual option, if any, to extend or renew the term of the Management Agreement to the extent required to continue it in full force and information regarding effect until after the Maturity Date. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such appointment and successor manager as Lender may reasonably requestcost is incurred to the date of payment to Lender, (Bii) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to constitute a portion of the successor manager is CB Xxxxxxx XxxxxDebt, Xxxxx Xxxx, or PM Realty Group)(iii) shall be secured by the lien of the Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the Property. Pledgor shall cause Mortgage Borrower shall to (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreement, on the part of Mortgage Borrower to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice by Manager to notify) Lender Mortgage Borrower of any default under by Mortgage 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) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Mortgage Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Pledgor shall cause Mortgage Borrower to not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive in writing without the Lender’s prior written consent, which consent shall not be unreasonably, withheld, conditioned or release delayed. In the event that the Management Agreement expires or is terminated (without limiting any obligation of Pledgor to obtain Lender’s consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), Pledgor shall cause Mortgage Borrower to promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. Subject to the rights of Mortgage Lender, Mezzanine A Lender, Mezzanine B Lender, Mezzanine C Lender and Mezzanine D Lender, if Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Pledgor from any of its rights obligations hereunder, Pledgor shall permit Lender to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Mortgage Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Mortgage Borrower, to the occurrence end that the rights of Mortgage Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any successor management agreement) if such default permits action. Pledgor shall cause Lender and any Person designated by Lender to have the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may applicable Individual Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Pledgor or Mortgage Borrower of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Pledgor shall cause Mortgage Borrower to not, and shall not permit the Manager to, sub-contract any or all of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Pledgor shall, from time to time, use commercially reasonable efforts to obtain from the Manager such items and information regarding certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Management Agreement as may be requested by Lender. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such appointment and successor manager as Lender may reasonably requestcost is incurred to the date of payment to Lender, (Bii) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to constitute a portion of the successor manager is CB Xxxxxxx XxxxxDebt, Xxxxx Xxxx, or PM Realty Group)(iii) shall be secured by the lien of the Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. Borrower shall (i) maintain, or cause Owner to be maintained, the Management Agreement in full force and effect and timely perform all of Borrower’s obligations thereunder and enforce performance in all material respects of all obligations of the Manager thereunder, and except as otherwise permitted by the Loan Documents, not permit the termination or amendment of the Management Agreement unless the prior written consent of Lender is first obtained, which consent shall not be unreasonably withheld, conditioned or delayed. Borrower shall cause the Manager to enter into an assignment and subordination of the management agreement in form satisfactory to Lender (the “Subordination of Management Agreement”). The Subordination of Management Agreement shall assign and subordinate the Manager’s interests in the Property to be managed and all fees and other rights of the Manager pursuant to the Management Agreement; (ii) cause Owner Agreement to promptly perform and observe all the rights of the covenants required to be performed and 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. Upon an Event of Default, Borrower shall, at Lender’s request made at any time while such Event of Default continues, terminate, or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requestedtermination of, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce . After the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld)date hereof, Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other agreement relating to the management of the Property with any party without the express written consent of Lender (which consent shall not be unreasonably withheld to the extent that such manager is an affiliate of Borrower); provided, however, with respect to a new manager of the Property (but not a leasing agent or subcontractor appointed in accordance with the Management Agreement) such consent may also be conditioned upon Borrower delivering (i) a Rating Comfort Letter (if required pursuant to a Pooling and Servicing Agreement from and after the occurrence of a Securitization) with respect to such new manager and management agreement (except pursuant other than a Qualified Manager that is Controlled (in the sense of clause (ii) of the defined term “Control”) by the REIT), and (ii) evidence satisfactory to Section 5.12.2 below); Lender (bwhich shall include, at the request of Lender, a legal non- consolidation opinion acceptable to Lender) reduce that the single purpose nature and bankruptcy remoteness of Borrower, its shareholders, partners or consent members, as the case may be, after the engagement of the new manager are in accordance with the requirements of the Rating Agencies. If at any time Lender consents to the reduction of 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 appointment 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). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property new manager, (C) such successor new manager executes and Borrower shall, as a consent condition of Lender’s consent, execute an assignment and subordination of such management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered then used by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)Lender.

Management Agreement. Each Borrower and each Operating Lessee shall use commercially reasonable efforts to (i) cause Owner Manager to manage the Property owned by it in accordance with a Management Agreement and, for so long as the Sub-Management Agreement shall be in effect, use commercially reasonable efforts to cause Manager to cause Sub-Manager to use commercially reasonable efforts to manage the Property to be managed pursuant to in accordance with the Sub-Management Agreement and the Management Agreement; , (ii) cause Owner to promptly diligently perform and observe all of the material terms, covenants required and conditions of such Management Agreement on the part of such Borrower or such Operating Lessee to be performed and observed by it under and, for so long as the Sub-Management Agreement shall be in effect, cause Manager to diligently perform and do observe all things necessary of the material terms, covenants and conditions of the Sub-Management Agreement on the part of Manager to preserve be performed and to keep unimpaired its rights thereunder; observed, (iii) promptly notify (or cause Owner to notify) Lender of any default under the such Management Agreement and under such Sub-Management Agreement of which it is aware; , (iv) if requestedintentionally omitted, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner use commercially reasonable efforts to promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under its Management Agreement and cause Manager to use commercially reasonable efforts to enforce the performance and observance of all of the material covenants required to be performed and observed by Sub-Manager under the Sub-Management Agreement. If any Borrower or any Operating Lessee or Manager shall default in the performance or observance of any material term, covenant or condition of its Management Agreement or Sub-Management Agreement, as applicable, on the failure part of which covenants could cause a Material Adverse Effect. Without such Borrower or such Operating Lessee or Manager, as applicable, to be performed or observed, then, without limiting Lender’s prior written consent (not to be unreasonably withheld)other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing such Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the such Operating Lessee from any of its Obligations hereunder or under its Management Agreement or otherwise replace Manager’s obligations under the Manager Sub-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 such Management Agreement on the part of such Borrower or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce such Operating Lessee, or consent to the reduction of 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 Sub-Management Agreement (on the part of Sub-Manager, to be performed or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)observed.

Management Agreement. (a) Leasehold Borrower shall (i) cause Owner to cause diligently perform, observe and enforce all of the Property terms, covenants and conditions of the Management Agreement on the part of Leasehold Borrower to be managed pursuant performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Leasehold Borrower under the Management Agreement; Agreement and (ii) cause Owner to promptly perform and observe all notify Lender of the giving of any notice to Leasehold Borrower of any default by Leasehold Borrower in the performance or observance of any of the terms, covenants required or conditions of the Management Agreement on the part of Leasehold Borrower to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a true copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other such notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (consent, not to be unreasonably withheld), conditioned or delayed, Leasehold Borrower shall not permit Owner surrender the Management Agreement, consent to (a) surrenderthe assignment by Manager of its interest under the Management Agreement, terminate, cancel, extend or renew terminate or cancel the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of 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; , in any respect, either orally or (e) suffer or permit in writing, and Leasehold Borrower hereby assigns to Lender as further security for the occurrence payment of the Debt and continuance for the performance and observance of a default beyond any applicable cure period under the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Leasehold Borrower to surrender the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate terminate, cancel, modify, change, supplement, alter or amend the Management Agreement (in any respect, and any such surrender of the Management Agreement or such successor management agreement). Borrower may from time to time cause Owner to appoint a successor manager to manage termination, cancellation, modification, change, supplement, alteration or amendment of the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with Management Agreement without the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)void and of no force and effect.

Management Agreement. (a) Borrower shall (i) cause Owner to cause diligently perform, observe and enforce all of the Property terms, covenants and conditions of the Management Agreement on the part of Borrower to be managed pursuant performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement; Agreement and (ii) cause Owner to promptly perform and observe all 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 required or conditions of the Management Agreement on the part of Borrower to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a true copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other such notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld)consent, Borrower shall not permit Owner surrender the Management Agreement, consent to (a) surrenderthe assignment by Manager of its interest under the Management Agreement, terminate, cancel, extend or renew terminate or cancel the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of 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 the Management Agreement, in any material respect, either orally or waive in writing, and 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 Management Agreement or release 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. 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 the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Borrower, to the occurrence end that the rights of Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits person designated by Lender shall have, and are hereby granted, the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If Manager shall deliver to Lender prompt a copy of any notice sent to Borrower of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such items certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement 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 information regarding Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained option in the property management agreement with the prior property managername of and upon behalf of Borrower, (C) such successor manager executes a consent which power of attorney shall be irrevocable and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the successor manager Default Rate from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Lender, Xxxxx Xxxxshall be deemed to constitute a portion of the Debt, or PM Realty Group)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.

Management Agreement. Borrower shall (or shall cause Operating Tenant to) (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly perform and observe in all material respects all of the covenants required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify (or cause Owner to notify) Lender of any material default under the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other material written notice, report and estimate received by Owner Borrower or Operating Tenant under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance by Manager of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (which shall not to be unreasonably withheld, conditioned or delayed), neither Borrower nor Operating Tenant shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement (other than extensions or renewals pursuant to the express renewal/extension provisions set forth in the Management Agreement on the same terms and conditions set forth therein (as in effect on the date hereof, or as hereinafter amended or modified in accordance with the terms and conditions set forth in this Agreement)) or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below5.12.2); (b) reduce or consent to the reduction of 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 material rights and remedies under, the Management Agreement; or (e) suffer or permit the occurrence and continuance of a default by Borrower or Operating Tenant 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). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group).

Management Agreement. (a) The Improvements on the Property are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed four percent (4%) of the Gross Income from Operations derived from the Property. Borrower shall or shall cause Mortgage Borrower to (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the material terms, covenants required and conditions of the Management Agreement, on the part of Mortgage Borrower to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice by Manager to notify) Lender Mortgage Borrower of any default under by Mortgage 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) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Mortgage Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Borrower shall cause Mortgage Borrower to not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive or release any of its rights and remedies underin writing; provided, however, that Mortgage Borrower shall have 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 right to terminate the Management Agreement without Lender’s prior written consent upon satisfaction of the following conditions: (or such successor management agreement). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (Ai) Borrower provides causes Mortgage Borrower to deliver to Lender prompt written notice of its intention to terminate the Management Agreement at least five (5) days prior to such appointment and provides termination; (ii) Mortgage Borrower replaces Manager within thirty (30) days of the termination of the Management Agreement with a Qualified Manager pursuant to a Replacement Management Agreement reasonably acceptable to Lender; (iii) such Qualified Manager delivers to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination an Assignment of management agreement Management Agreement substantially in the form of the Consent and Subordination Assignment of Manager of even date herewith executed and Management Agreement delivered to Lender by Manager on the date hereof; and (iv) if such replacement manager is an affiliate of Borrower, delivers to Lender an updated Insolvency Opinion acceptable to Lender. Subject to the rights of Mortgage Lender, 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 cause Mortgage Borrower 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, material 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. Subject to the rights of Mortgage Lender, if Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower to be performed or observed beyond applicable notice and cure periods provided therein, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations 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 terms, covenants and conditions of the Management Agreement on the part of Mortgage Borrower to be performed or observed to be promptly performed or observed on behalf of Mortgage Borrower, to the end that the rights of Mortgage Borrower in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time upon reasonable prior written notice to Borrower and at reasonable hours for the purpose of taking any such action; provided, however, that Lender shall not take such action unless an Event of Default has occurred and is continuing. If Manager shall deliver to Lender a copy of any notice sent to Borrower or Mortgage Borrower of default under the Management Agreement beyond applicable notice and cure periods provided therein, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon; provided, however, that if the Manager is not then an Affiliated Manager and Lender shall within five (5) days of its receipt of Manager’s notice receive from Borrower or Mortgage Borrower a written notice disputing Manager’s notice and stating the basis of such dispute and that it, or Mortgage Borrower, will attempt to resolve its dispute with Manager, then Lender shall refrain from taking any action described in the immediately preceding sentence until the earlier of to occur of (x) the date that is thirty (30) days after Lender’s receipt of Manager’s notice of such default, and (Dy) such successor manager has the management expertise in managing properties similar in size and type date that is five (5) Business Days prior to the property date on which Manager could, under the Management Agreement, terminate the Management Agreement, assuming that the facts stated in Manager’s notice were true. Borrower shall cause Mortgage Borrower to not, and shall not permit Manager to, sub-contract any or all of its management responsibilities under the Management Agreement to a third party without the prior written consent of Lender, which will not be unreasonably withheld. Borrower shall, from time to time (provided that but not more frequently than once annually), use commercially reasonable efforts to obtain from Manager such condition certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Management Agreement as may be requested by Lender. Borrower shall cause Mortgage Borrower to 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 its attorney-in-fact to cause Mortgage Borrower 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 satisfied if to be coupled with an interest. Such power of attorney shall not be exercisable by Lender unless an Event of Default has occurred and is continuing. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the successor manager Default Rate from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Lender, Xxxxx Xxxx(ii) shall be deemed to constitute a portion of the Debt, or PM Realty Group)(iii) shall be secured by the lien of the Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Borrower shall (i) cause Owner to cause diligently perform, observe and enforce all of the Property material terms, covenants and conditions of the Management Agreement on the part of Borrower to be managed pursuant performed, observed and enforced to the end that all things shall be done which are reasonably necessary to keep unimpaired the material rights of Borrower under the Management Agreement; Agreement and (ii) cause Owner promptly notify Lender of any notice to promptly perform and observe all Borrower of any default by Borrower in the performance or observance of any of the material terms, covenants required or conditions of the Management Agreement on the part of Borrower to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a true copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other such notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (which consent shall not to be unreasonably withheldwithheld or delayed), Borrower shall not permit Owner surrender the Management Agreement, consent to (a) surrenderthe assignment by Manager of its interest under the Management Agreement, terminate, cancel, extend or renew terminate or cancel the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of 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 the Management Agreement, in any material respect, either orally or waive or release any in writing, and Borrower hereby assigns to Lender as further security for the payment of its rights the Debt and remedies underfor the performance and observance of the terms, covenants and conditions of this Agreement, all the Management Agreement; or (e) suffer or permit the occurrence rights, privileges and continuance prerogatives of a default beyond any applicable cure period under Borrower to surrender the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate terminate, cancel, modify, change, supplement, alter or amend the Management Agreement (in any material respect, and any such surrender of the Management Agreement or such successor management agreement). Borrower may from time to time cause Owner to appoint a successor manager to manage termination, cancellation, modification, change, supplement, alteration or amendment of the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with Management Agreement without the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)void and of no force and effect.

Management Agreement. (a) Borrower shall (i) cause Owner to cause diligently perform, observe and enforce all of the Property terms, covenants and conditions of the Management Agreement on the part of Borrower to be managed pursuant performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement; Agreement and (ii) cause Owner to promptly perform and observe all 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 required or conditions of the Management Agreement on the part of Borrower to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a true copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other such notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent, which consent (shall not to be unreasonably withheld), delayed or conditioned, Borrower shall not permit Owner surrender the Management Agreement, consent to (a) surrenderthe assignment by Manager of its interest under the Management Agreement, terminate, cancel, extend or renew terminate or cancel the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of 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 the Management Agreement, in any material respect, either orally or waive in writing, and 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 Management Agreement or release to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any material 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. 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 the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Borrower, to the occurrence end that the rights of Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits person designated by Lender shall have, and are hereby granted, the Manager right to terminate the Management Agreement (or such successor management agreement). Borrower may enter upon any Individual Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If Manager shall deliver to Lender prompt a copy of any notice sent to Borrower of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its best efforts to obtain from Manager under the Management Agreement such items certificates of estoppel with respect to compliance by Borrower with the terms of the Management 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 written demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and information regarding Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained option in the property management agreement with the prior property managername of and upon behalf of Borrower, (C) such successor manager executes a consent which power of attorney shall be irrevocable and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest; provided, however, such power of attorney shall not be exercised unless an Event of Default exists. In the successor manager event that the Management Agreement is CB Xxxxxxx Xxxxxscheduled to expire at any time during the term of the Loan, Xxxxx XxxxBorrower shall submit to Lender by no later than 60 days prior to such expiration a draft replacement management agreement for approval in accordance with the terms and conditions hereof. Borrower’s failure to submit the same within such time-frame shall, or PM Realty Group)at Lender’s option, constitute an immediate Event of Default. Any reasonable 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 Instruments and the other Loan Documents and shall be immediately due and payable upon written demand by Lender therefor.

Management Agreement. Borrower The Improvements are operated under the terms and conditions of that certain Management Agreement dated October 30, 1980, between Operating Tenant (successor-in-interest to Westban Hotel Venture) and Westin Management Company East (successor-in-interest to Westin Hotel Company) (“Manager”) (together with any assignments, modifications, renewals or replacements thereof, the “Management Agreement”), which Management Agreement has been approved by Mortgagee. Mortgagor shall or shall cause and Operating Tenant shall (i) cause Owner to cause the Property pay all sums required to be managed pursuant to paid by Operating Tenant under the Management Agreement; (ii) cause Owner to promptly perform diligently perform, observe and observe enforce all of the terms, covenants required and conditions of the Management Agreement on the part of Operating Tenant to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Operating Tenant under the Management Agreement, and (iii) promptly notify Mortgagee of the giving of any notice to Operating Tenant of any default by Operating Tenant in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Operating Tenant to be performed and observed by it under and deliver to Mortgagee a true copy of each such notice. Operating Tenant hereby assigns to Mortgagee as further security for the payment of the Secured Obligations and for the performance, and observance of the terms, covenants and conditions of this Mortgage, all the rights, privileges and prerogatives of Operating Tenant to surrender the Management Agreement and do all things necessary or to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of 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 the Management Agreement in any material respect, and any such surrender of the Management Agreement or waive termination, cancellation, modification, change, supplement, alteration or release amendment of the Management Agreement without the prior consent of Mortgagee shall be void and of no force and effect. If Operating Tenant shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Operating Tenant to be performed or observed, then, without limiting the generality of the other provisions of this Mortgage, and without waiving or releasing Mortgagor or Operating Tenant from any of its rights their obligations hereunder, upon two (2) days’ notice to Mortgagor, Mortgagee shall have the right, but be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Operating Tenant to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Operating Tenant, to the occurrence end that the rights of Operating Tenant in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default. Mortgagee and any successor management agreement) if such default permits person designated by Mortgagee shall have, and are hereby granted, the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may Property at any time and from time to time cause Owner for the purpose of taking any such action referred to appoint in the preceding sentence. If the Manager under the Management Agreement shall deliver to Mortgagee a successor manager copy of any notice sent to manage Operating Tenant of default under the PropertyManagement Agreement, such notice shall constitute full protection to Mortgagee for any action taken or omitted to be taken by Mortgagee in good faith, in reliance thereon. Mortgagor and/or Operating Tenant shall notify Mortgagee if the Manager sub-contracts to a third party or an affiliate of any or all of its management responsibilities under the Management Agreement. Mortgagor and Operating Tenant shall, from time to time, use commercially reasonable efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Operating Tenant with the terms of the Management Agreement as may be requested by Mortgagee; provided that Mortgagor and Operating Tenant are not required to call a default under the Management Agreement or commence litigation against the Manager if the Manager will not provide such certificates of estoppel. Operating Tenant shall exercise each individual option, if any, to extend or renew the terms of the Management Agreement upon demand by Mortgagee within fifteen (A15) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation days prior to the manager at market rates for similar properties and otherwise contains economic terms that last day upon which any such option may be exercised (subject to such notice periods as are no less favorable to Borrower than such terms that were contained set forth in the property management agreement with the prior property managerManagement Agreement), (C) and Operating Tenant hereby expressly authorizes and appoints Mortgagee its attorney-in-fact to exercise any such successor manager executes a consent and subordination of management agreement substantially option in the form name of the Consent and Subordination upon behalf of Manager Operating Tenant, which power of even date herewith executed attorney shall be irrevocable and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest. Any sums expended by Mortgagee pursuant to this paragraph shall bear interest at the successor manager Default Rate (defined in the Note) from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Mortgagee, Xxxxx Xxxxshall deemed to constitute a portion of the Secured Obligations, or PM Realty Group)shall be secured by the lien of this Mortgage and the other Loan Documents and shall be immediately due and payable upon demand by Mortgagee therefore.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed four and one-half percent (4.5%) of the gross income derived from the Property. Borrower shall (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreement, on the part of Borrower to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice by Manager to notify) Lender 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) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Borrower shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive in writing. Borrower hereby collaterally 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 Management Agreement, or release 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. 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 the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations 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 terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and remedies underunder the Management Agreement shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the 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 action taken or (e) suffer or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall not, and shall not permit the Manager to, sub-contract any or all of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower shall, from time to time (but no more than two (2) times per year when there is no occurrence and continuance of a default beyond any applicable cure period under an Event of Default), obtain from the Manager such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement (as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or any successor management agreement) if such default permits renew the Manager to terminate term of the Management Agreement upon demand by Lender made at any time within one (or 1) year of the last day upon which any such successor management agreement). option may be exercised, and Borrower may from time hereby expressly authorizes and appoints Lender its attorney-in-fact to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of exercise any such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained option in the property management agreement with the prior property managername of and upon behalf of Borrower, (C) such successor manager executes a consent which power of attorney shall be irrevocable and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the successor manager Default Rate from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Lender, Xxxxx Xxxx(ii) shall be deemed to constitute a portion of the Debt, or PM Realty Group)(iii) shall be secured by the lien of the Security Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Borrower shall (i) cause Owner Manager to cause manage the Property to be managed pursuant to in accordance with the Management Agreement; , (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreement on the part of Borrower to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; observed, (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; , (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure expenditures plan, and property improvement plan and any other noticeestimate, report and estimate each material notice received by Owner it under the Management Agreement; , and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement in accordance with commercially reasonable real estate practices for similar properties. 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 the Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, Lender shall have the failure 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 which covenants could cause a Material Adverse Effectthe Management Agreement on the part of Borrower to be performed or observed. Without Lender’s (b) Borrower shall not, without the prior written consent of Lender (which consent may be conditioned, without limitation, on Lender’s receipt of evidence that the same would not to be unreasonably withheldresult in a breach or violation of any Property Document), Borrower shall not permit Owner to (ai) surrender, terminate, cancel, modify, renew or extend or renew the Management Agreement (other than a renewal or otherwise extension provided for in the Management Agreement); provided, that, so long as no Event of Default shall have occurred and be continuing or would occur as a result of such replacement, Borrower may replace the Manager or with a Qualified Manager pursuant to a Qualified Management Agreement, (ii) enter into any new or other agreement relating to the management agreement or operation of the Property with Manager or any other Person, (except pursuant to Section 5.12.2 below); (biii) reduce or consent to the reduction assignment by Manager of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges its interest under the Management Agreement; , (div) otherwise modifypermit or suffer any transfer of the ownership, change, supplement, alter management or amend in any material respectControl of an Affiliated Manager to occur, or (v) 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 in any material respect. (or any successor management agreementc) if such default permits In the Manager to terminate event that the Management Agreement expires or is surrendered, terminated or canceled (without limiting any obligation of Borrower to obtain Lender’s consent to any surrender, termination, cancellation, modification, renewal or extension of the Management Agreement in accordance with the terms and provisions of this Agreement), Borrower shall enter into a Qualified Management Agreement with a Qualified Manager contemporaneously with such successor management agreement)expiration, surrender, termination or cancellation. (d) Lender shall have the right to require Borrower may to replace Manager with respect to the Property as a whole or any one or more Individual Properties designated by Xxxxxx from time to time cause Owner to appoint with a successor manager Qualified Manager chosen by Borrower which is not an Affiliated Manager to manage the Property, provided that (A) Borrower provides Property pursuant to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group).Qualified Management

Management Agreement. (a) Borrower shall (i) cause Owner to cause diligently perform, observe and enforce all of the Property terms, covenants and conditions of the Management Agreement on the part of Borrower to be managed pursuant performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement; Agreement and (ii) cause Owner to promptly perform and observe all 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 required or conditions of the Management Agreement on the part of Borrower to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a true copy of each financial statementsuch notice. Without Lender's prior written consent, business plansuch consent not to be unreasonably withheld, capital expenditure planconditioned or delayed, and property improvement plan and any other notice, report and estimate received by Owner under Borrower shall not surrender the Management Agreement; and (v) cause Owner , consent to promptly enforce the performance and observance of all of the covenants required to be performed and observed assignment by Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew terminate or cancel the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent as it relates to the reduction of the term of the Management Agreement; (c) increase Property, or consent to the increase of the amount of any charges under the Management Agreement; (d) otherwise modify, change, supplement, alter or amend the Management Agreement as it relates to the Property, in any material respect, either orally or waive in writing, and 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 Management Agreement or release to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement as it relates to the Property 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 consents required pursuant to this Section 4.15(a) shall be void and of no force and effect; 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. 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 the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Borrower, to the occurrence end that the rights of Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits person designated by Lender shall have, and are hereby granted, subject to the Manager terms and conditions of, and the rights of Tenants under the Leases, the right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may Property at any time and from time to time cause Owner for the purpose of taking any such action. If Manager shall deliver to appoint Lender a successor manager copy of any notice sent to manage Borrower of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement with respect to the Property. Borrower shall, provided that from time to time, use its commercially reasonable efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management 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 (A1) year of the last day upon which any such option may be exercised, and, should Borrower provides so fail to exercise such option, Borrower hereby expressly authorizes and appoints Lender prompt notice of its attorney-in-fact to exercise any such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained option in the property management agreement with the prior property managername of and upon behalf of Borrower, (C) such successor manager executes a consent which power of attorney shall be irrevocable and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the successor manager Applicable Interest Rate from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Lender, Xxxxx Xxxxshall be deemed to constitute a portion of the Debt, or PM Realty Group)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.

Management Agreement. (a) The Improvements on the Property are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed four percent (4%) of the Gross Income from Operations derived from the Property. Borrower shall (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the material terms, covenants required and conditions of the Management Agreement, on the part of Borrower to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice by Manager to notify) Lender 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) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive or release any of its rights and remedies underin writing; provided, however, that Borrower shall have 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 right to terminate the Management Agreement without Lender’s prior written consent upon satisfaction of the following conditions: (or such successor management agreement). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (Ai) Borrower provides delivers to Lender prompt written notice of its intention to terminate the Management Agreement at least five (5) days prior to such appointment and provides termination; (ii) Borrower replaces Manager within thirty (30) days of the termination of the Management Agreement with a Qualified Manager pursuant to a Management Agreement; (iii) such Qualified Manager delivers to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination an Assignment of management agreement Management Agreement substantially in the form of the Consent and Subordination Assignment of Manager of even date herewith executed and Management Agreement delivered to Lender by Manager on the date hereof; and (iv) if such replacement manager is an affiliate of Borrower, delivers to Lender an updated Insolvency Opinion acceptable to Lender. 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 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, material 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 observed beyond applicable notice and cure periods provided therein, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations 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 terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed 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. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time upon reasonable prior written notice to Borrower and at reasonable hours for the purpose of taking any such action; provided, however, that Lender shall not take such action unless an Event of Default has occurred and is continuing. If Manager shall deliver to Lender a copy of any notice sent to Borrower of default under the Management Agreement beyond applicable notice and cure periods provided therein, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon; provided, however, that if the Manager is not then an Affiliated Manager and Lender shall within five (5) days of its receipt of Manager’s notice receive from Borrower a written notice disputing Manager’s notice and stating the basis of such dispute and that it will attempt to resolve its dispute with Manager, then Lender shall refrain from taking any action described in the immediately preceding sentence until the earlier of to occur of (x) the date that is thirty (30) days after Lender’s receipt of Manager’s notice of such default, and (Dy) such successor manager has the management expertise in managing properties similar in size and type date that is five (5) Business Days prior to the property date on which Manager could, under the Management Agreement, terminate the Management Agreement, assuming that the facts stated in Manager’s notice were true. Borrower shall not, and shall not permit Manager to, sub-contract any or all of its management responsibilities under the Management Agreement to a third party without the prior written consent of Lender, which will not be unreasonably withheld. Borrower shall, from time to time (provided that but not more frequently than once annually), use commercially reasonable efforts to obtain from Manager such condition certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement 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 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 satisfied if to be coupled with an interest. Such power of attorney shall not be exercisable by Lender unless an Event of Default has occurred and is continuing. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the successor manager Default Rate from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Lender, Xxxxx Xxxx(ii) shall be deemed to constitute a portion of the Debt, or PM Realty Group)(iii) shall be secured by the lien of the Security Instrument and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Property are operated under the terms and conditions of the Management Agreement. Borrower shall (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe in all material respects all of the terms, covenants required and conditions of the Management Agreement or Replacement Management Agreement, if applicable, on the part of Borrower to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the material rights of Borrower under the Management Agreement or Replacement Management Agreement, if applicable, and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner to notify) Lender of the giving of any notice to Borrower of any material default under by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Replacement Management Agreement; and (v) cause Owner to promptly enforce , if applicable, on the performance and observance part of all of the covenants required Borrower to be performed and observed by Manager under the Management Agreement, the failure and deliver to Lender a true copy of which covenants could cause a Material Adverse Effecteach such notice. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew surrender the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or Replacement Management Agreement, if applicable, consent to the reduction assignment by the Manager of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges its interest under the Management Agreement (except as provided herein) or Replacement Management Agreement; (d) otherwise , if applicable, or terminate or cancel the Management Agreement or Replacement Management Agreement, if applicable, or modify, change, supplement, alter or amend the Management Agreement or Replacement Management Agreement, if applicable, in any material respect, either orally or waive in writing, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or release delayed. 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 Management Agreement or Replacement Management Agreement, if applicable, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement or Replacement Management Agreement, if applicable, in any respect, and any such surrender of the Management Agreement or Replacement Management Agreement, if applicable, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement or Replacement Management Agreement, if applicable, without the prior consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, 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 or Replacement Management Agreement, if applicable, on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement or Replacement Management Agreement; , if applicable, on the part of Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Borrower, to the occurrence end that the rights of Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or Replacement Management Agreement, if applicable, shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits person designated by Lender shall have, and are hereby granted, the Manager right upon reasonable advance written notice to terminate Borrower to enter upon the Management Agreement (or such successor management agreement). Borrower may Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Borrower of material default under the Management Agreement or Replacement Management Agreement, if applicable, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon unless such items and information regarding action constitutes the willful misconduct, fraud, illegal acts or gross negligence of Lender or Lender’s agent. Borrower shall notify Lender if the Manager sub-contracts to a third party any or all of its management responsibilities under the Management Agreement or Replacement Management Agreement, if applicable. Borrower shall, from time to time, obtain from the Manager such appointment and successor manager certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement or Replacement Management Agreement, if applicable, as may be reasonably requested by Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates extent provided for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with Management Agreement or Replacement Management Agreement if the prior property managerManager is not an Affiliate of Borrower. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement or Replacement Management Agreement, if applicable, upon demand by Lender made at any time within one (C1) year of the last day upon which any such successor manager executes a consent option may be exercised, and subordination of management agreement substantially Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the form name of the Consent and Subordination upon behalf of Manager Borrower, which power of even date herewith executed attorney shall be irrevocable and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the successor manager Default Rate from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Lender, Xxxxx Xxxxshall be deemed to constitute a portion of the Debt, or PM Realty Group)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.

Management Agreement. Borrower Lessor shall have the right to approve or disapprove in advance any manager or proposed manager (a "Manager") of the Facility as well as any agreement relating to the management or operation of the Facility (a "Management Agreement") by a Manager (provided, however, that Lessor's consent shall not be required with respect to any Manager which is an Affiliate of Lessee) and Lessee will provide Lessor with an executed copy of any Management Agreement so approved by Lessor, which approvals shall not be unreasonably withheld. Notwithstanding the foregoing, nothing herein shall be construed as requiring that Lessee engage a Manager for the Facility. Any Management Agreement (whether with a Manager which is an Affiliate or is not an Affiliate of Lessee) must provide that (i) cause Owner upon termination of this Lease or termination of Lessor's or Lessee's right to cause possession of the Leased Property for any reason, the Management Agreement may be terminated by Lessor without liability for any payment due or to be managed pursuant become due to the Management AgreementManager thereunder; (ii) cause Owner any management fees shall be subordinated to promptly perform payments of Rent to Lessor hereunder; and observe all (iii) in the event Lessee is in default, the Manager shall, at the election of Lessor and provided the covenants required Manager continues to be performed and observed by it paid, continue to perform under the terms of the Management Agreement and do all things necessary for a period not to preserve and to keep unimpaired its rights thereunder; exceed ninety (iii90) promptly notify (or cause Owner to notify) Lender days, provided that such election by Lessor shall not constitute a waiver by Lessor of any default under the rights or remedies Lessor may have as a result of Lessee's default. No fees or other amounts payable by Lessee to any Manager shall excuse Lessee from its obligations to pay Rent and other amounts payable by Lessee to Lessor hereunder. No Management Agreement of which it is aware; (iv) if requested, promptly deliver (may be amended or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and modified in any other notice, report and estimate received by Owner under manner without the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (of Lessor, which consent shall not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend delayed or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of 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). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)conditioned.

Management Agreement. Borrower shall (i) maintain, or cause Owner to be maintained, the Management Agreement in full force and effect and timely perform all of Borrower’s obligations thereunder and enforce performance in all material respects of all obligations of the Manager thereunder, and except as otherwise permitted by the Loan Documents, not permit the termination or amendment of the Management Agreement unless the prior written consent of Lender is first obtained, which consent shall not be unreasonably withheld, conditioned or delayed. Borrower shall cause the Manager to enter into an assignment and subordination of the management agreement in form satisfactory to Lender (the “Subordination of Management Agreement”). The Subordination of Management Agreement shall assign and subordinate the Manager’s interests in the Property to be managed and all fees and other rights of the Manager pursuant to the Management Agreement; (ii) cause Owner Agreement to promptly perform and observe all the rights of the covenants required to be performed and 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. Upon an Event of Default, Borrower shall, at Lender’s request made at any time while such Event of Default continues, terminate, or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requestedtermination of, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce . After the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld)date hereof, Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other agreement relating to the management of the Property with any party without the express written consent of Lender (which consent shall not be unreasonably withheld to the extent that such manager is an affiliate of Borrower); provided, however, with respect to a new manager of the Property (but not a leasing agent or subcontractor appointed in accordance with the Management Agreement) such consent may also be conditioned upon Borrower delivering (i) a Rating Comfort Letter with respect to such new manager and management agreement (except pursuant other than a Qualified Manager that is Controlled (in the sense of clause (ii) of the defined term “Control”) by the REIT), and (ii) evidence satisfactory to Section 5.12.2 below); Lender (bwhich shall include, at the request of Lender, a legal non-consolidation opinion acceptable to Lender) reduce that the single purpose nature and bankruptcy remoteness of Borrower, its shareholders, partners or consent members, as the case may be, after the engagement of the new manager are in accordance with the requirements of the Rating Agencies. If at any time Lender consents to the reduction of 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 appointment 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). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property new manager, (C) such successor new manager executes and Borrower shall, as a consent condition of Lender’s consent, execute an assignment and subordination of such management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered then used by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)Lender.

Management Agreement. Borrower shall (a) Any decision by Holdco, New Propco or any Subsidiary to amend, extend, renew or terminate its respective Management Agreement, Manager Allocation Agreement or the Non-Competition Agreement (or to grant any waiver or consent or to take any enforcement action by a Company with respect to any such agreement) or to select any replacement management company and terms of any replacement management agreement and any amendments thereto may be made only by a Majority of the Lender Directors; provided, that with respect to the selection of a replacement management company and terms of any replacement management agreement and any amendments thereto: (i) cause Owner to cause Xxxxxxxx Directors representing a majority of the Property votes entitled to be managed pursuant cast at a meeting of the relevant Board of Directors or Sub Board by the Xxxxxxxx Directors and a Majority of the Lender Directors would each have the right to propose a replacement management company by providing written notice to such Board of Directors or Sub Board within 90 days of the decision to terminate a Management Agreement; provided, that (A) no such proposed replacement management company of the Xxxxxxxx Directors may be an Affiliate of Xxxxxxxx Entertainment and (B) no such proposed replacement management company of the Lender Directors may be an Affiliate of any Non-Xxxxxxxx Equityholder owning 10% or more of the outstanding Units; (ii) cause Owner if the Xxxxxxxx Directors have not proposed a replacement management company in accordance with clause (i) prior to promptly perform the expiration of such 90-day period, then the replacement management company shall be, subject to applicable Gaming Laws and observe the receipt of all of required Gaming Licenses, the covenants required to be performed and observed replacement management company proposed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunderLender Directors in accordance with clause (i), if any; (iii) promptly notify if the Lender Directors have not proposed a replacement management company in accordance with clause (or cause Owner i) prior to notify) Lender the expiration of any default under such 90-day period, then the Management Agreement replacement management company shall be, subject to applicable Gaming Laws and the receipt of which it is awareall required Gaming Licenses, the replacement management company proposed by the Xxxxxxxx Directors in accordance with clause (i); and (iv) if requestedthe Xxxxxxxx Directors have proposed a replacement management company within such 90-day period in accordance with clause (i) and do not approve the replacement management company proposed by the Lender Directors in accordance with clause (i) (it being understood that such approval may not be unreasonably withheld, promptly deliver delayed or conditioned) and the Lender Directors do not approve the replacement management company proposed by the Xxxxxxxx Directors in accordance with clause (i) (which approval may not be unreasonably withheld, delayed or cause Owner conditioned), the choice of replacement management company shall be settled by arbitration, conducted in accordance with the provisions of Section 7.11, administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Rules and judgment on the award rendered by an arbitrator who (a) has substantial experience in the hospitality industry, (b) is approved by Supermajority of the New Propco Board of Directors or, if no arbitrator shall have been selected within 60 days after the expiration of the 90-day period specified in clause (i) or, if earlier, within 60 days after both such majority of Xxxxxxxx Directors and Majority of the Lender Directors have each proposed replacement companies pursuant to deliverclause (i), is selected in accordance with the rules of the AAA without a requirement that the selection be approved pursuant to this clause (b), (c) to Lender is not an Affiliate of, or a copy person who has any past, present, or currently contemplated future business or personal relationship with, any of each financial statementthe DB Equityholders, business plan, capital expenditure planJPM Equityholders or Xxxxxxxx Equityholders, and property improvement plan and any other notice, report and estimate received by Owner under (d) whose compensation is not fixed based upon the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all results of the covenants issue at dispute; provided, that such arbitrator shall be required to be performed choose a replacement management company from the replacement management companies proposed by the Xxxxxxxx Directors and observed the Lender Directors in accordance with clause (i); provided, further, that if the required Gaming Licenses held by Manager Xxxxxxxx Entertainment and its Controlled Affiliates are revoked, suspended or otherwise terminated by an Applicable Gaming Authority so that Xxxxxxxx Entertainment cannot continue to perform under the any such Management Agreement, the failure of which covenants could cause then a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction Majority of the term Lender Directors shall have the right, subject to applicable Gaming Laws and the receipt of all required Gaming Licenses, to appoint an interim manager pending 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 selection of a default beyond any applicable cure period under replacement management company as per the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)above procedure.

Management Agreement. Borrower shall (i) and shall cause Owner Mortgage Borrower to cause the Property to be managed pursuant to the operated in accordance with each Management Agreement; . Borrower shall and shall cause Mortgage Borrower to (iia) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of each Management Agreement on the part of Borrower or Mortgage Borrower to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; observed, (iiib) promptly notify (or cause Owner to notify) Lender of any default under the any Management Agreement of which it is aware; Agreement, (ivc) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate capital expenditures plan received by Owner it under the each Management Agreement; Agreement and (vd) cause Owner to promptly enforce the performance and observance of all of the terms, covenants and conditions required to be performed and and/or observed by Manager under each Management Agreement. If Borrower or Mortgage Borrower shall default in the performance or observance of any term, covenant or condition of any Management Agreement on the part of Borrower or Mortgage 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 or Mortgage Borrower from any of its obligations hereunder, under the other Loan Documents or under the Management Agreement, Lender shall 81 have the failure right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause the terms, covenants and conditions of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement on the part of Borrower or otherwise replace Mortgage Borrower to be performed or observed in all material respects. Notwithstanding the Manager or enter into any other management agreement foregoing, Borrower hereby represents that, as of the Closing Date, the 210 American Property (except as defined on Exhibit A annexed hereto) is self-managed and is not managed by a third party manager; the tenant at the 210 American Property, pursuant to Section 5.12.2 below); (b) reduce or consent to its lease, is responsible, at its sole cost and expense, for performing maintenance and repairs and providing other services that a property manager would customarily provide at the reduction of 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)210 American Property. Borrower may from time to time cause Owner to appoint represents and acknowledges that Borrower, Mortgage Borrower and each of their Affiliates do not, and are not entitled to, receive a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained fee in the property management agreement connection with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)210 American Property.

Management Agreement. Each Borrower shall (i) cause Owner to cause the Property owned by it to be managed pursuant to the a Management Agreement; (ii) cause Owner to promptly perform and observe all of the covenants required to be performed and observed by it under the such Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify (or cause Owner to notify) Lender of any default under the such Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner such Borrower under the its Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under such Management Agreement. If any Borrower shall default in the performance or observance of any material term, covenant or condition of the Management AgreementAgreement to which such Borrower is a party on the part of such Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the failure other Loan Documents, and without waiving or releasing such Borrower from any of its obligations hereunder or under the Management Agreement to which such Borrower is a party, 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 could cause and conditions of the Management Agreement to which such Borrower is a Material Adverse Effectparty on the part of such Borrower to be performed or observed. Without LenderXxxxxx’s prior written consent (not to be unreasonably withheld)consent, no Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the its Management Agreement or otherwise replace the its Manager or enter into any other management agreement (except pursuant to Section 5.12.2 5.11.2 below); (b) reduce or consent to the reduction of the term of the its Management Agreement; (c) increase or consent to the increase of the amount of any charges under the its 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 its Management Agreement; or (e) suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the its Management Agreement (or any successor management agreement) if such default permits the such Manager to terminate the such Management Agreement (or such successor management agreement). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group).

Management Agreement. (a) Borrower shall (i) cause Owner to cause diligently perform, observe and enforce all of the Property terms, covenants and conditions of the Management Agreement on the part of Borrower to be managed pursuant performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement; Agreement and (ii) cause Owner to promptly perform and observe all 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 required or conditions of the Management Agreement on the part of Borrower to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a true copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other such notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent, such consent (not to be unreasonably withheld), conditioned or delayed, Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew surrender the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or Agreement, consent to the reduction assignment by Manager of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges its interest under the Management Agreement; (d) otherwise , or terminate or cancel the Management Agreement, or modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies under, the Management Agreement; , in any respect, either orally or (e) suffer or permit in writing, and Borrower hereby assigns to Lender as further security for the occurrence payment of the Debt and continuance for the performance and observance of a default beyond any applicable cure period under the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate terminate, cancel, modify, change, supplement, alter or amend the Management Agreement (in any respect, and any such surrender of the Management Agreement or such successor management agreement). termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the consents required pursuant to this Section 4.15(a) shall be void and of no force and effect; provided that, Borrower may from time shall not be required to time cause Owner obtain Lender’s consent with respect to appoint a successor manager to manage the Propertyany non-material changes, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably requestsupplements, (B) the property management agreement with such successor manager provides compensation alterations or amendments to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group).Management

Management Agreement. As of the date hereof, Borrower shall self-manage the Property. If Borrower employs an third party Property Manager, Borrower shall (i) cause Owner Property Manager to cause manage the Property to be managed pursuant to in accordance with the Management Agreement; Agreement approved by Lender, (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreement on the part of Borrower to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; observed, (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; , (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure expenditures plan, and property improvement plan and any other notice, report and estimate received by Owner it under the Management Agreement; , and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Property Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the failure Management Agreement on the part of which covenants could cause a Material Adverse Effect. Without Borrower to be performed or observed, then, without limiting Lender’s prior written consent (not 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 unreasonably withheld), performed or observed. Borrower shall not permit Owner to (ai) surrender, terminate, cancel, modify, renew or extend or renew the Management Agreement or otherwise replace the Manager or Agreement, (ii) enter into any agreement relating to the management or operation of the Property with Property Manager or any other management agreement Person, (except pursuant to Section 5.12.2 below); (biii) reduce or consent to the reduction assignment by the Property Manager of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges its interest under the Management Agreement; (d) otherwise modify, change, supplement, alter or amend in any material respect, or (iv) waive or release any of its rights and remedies under, under the Management Agreement; , in each case without the express consent of Lender. Lender shall have the right to require Borrower to hire or replace the Property Manager with (x) an Unaffiliated Qualified Manager selected by Borrower, or (ey) suffer or permit another property manager chosen by Borrower and approved by Lender in its sole and absolute discretion, upon the occurrence and continuance of a any one or more of the following events: (i) at anytime following the occurrence of an Event of Default, (ii) if Property Manager shall be in material default beyond any applicable cure period under the Management Agreement beyond any applicable notice and cure period, (or any successor management agreementiii) if such default permits the Property Manager to terminate the Management Agreement (shall become insolvent or such successor management agreement). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained debtor in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxxany bankruptcy or insolvency proceeding, or PM Realty Group)(iv) if at any time the Property Manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds.

Management Agreement. (a) The Improvements on the Properties -------------------- are operated under the terms and conditions of the Management Agreement or Replacement Management Agreement as applicable. Borrower shall (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe in all material respects all of the terms, covenants required and conditions of the Management Agreement or Replacement Management Agreement, if applicable, on the part of Borrower to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the material rights of Borrower under the Management Agreement or Replacement Management Agreement, if applicable and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner to notify) Lender of the giving of any notice to Borrower of any material default under by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Replacement Management Agreement; and (v) cause Owner to promptly enforce , if applicable on the performance and observance part of all of the covenants required Borrower to be performed and observed by Manager under the Management Agreement, the failure and deliver to Lender a true copy of which covenants could cause a Material Adverse Effecteach such notice. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew surrender the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or Replacement Management Agreement, if applicable, consent to the reduction assignment by the Manager of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges its interest under the Management Agreement (except as provided herein) or Replacement Management Agreement; (d) otherwise , if applicable, or terminate or cancel the Management Agreement or Replacement Management Agreement, if applicable, or modify, change, supplement, alter or amend the Management Agreement or Replacement Management Agreement, if applicable, in any material respect, either orally or waive in writing, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or release delayed. 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 Management Agreement or Replacement Management Agreement, if applicable, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement or Replacement Management Agreement, if applicable, in any respect, and any such surrender of the Management Agreement or Replacement Management Agreement, if applicable, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement or Replacement Management Agreement, if applicable, without the prior consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, 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 or Replacement Management Agreement, if applicable, on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement or Replacement Management Agreement; , if applicable, on the part of Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Borrower, to the occurrence end that the rights of Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or Replacement Management Agreement, if applicable, shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits person designated by Lender shall have, and are hereby granted, the Manager right upon reasonable advance written notice to terminate Borrower to enter upon the Management Agreement (or such successor management agreement). Borrower may applicable Individual Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Borrower of material default under the Management Agreement or Replacement Management Agreement, if applicable, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon unless such items action constitutes the willful misconduct or gross negligence of Lender or Lender's agent. Borrower shall notify Lender if the Manager sub-contracts to a third party any or all of its management responsibilities under the Management Agreement or Replacement Management Agreement, if applicable. Borrower shall, from time to time, obtain from the Manager such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement or Replacement Management Agreement, if applicable, 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 or Replacement Management Agreement, if applicable 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 information regarding Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained option in the property management agreement with the prior property managername of and upon behalf of Borrower, (C) such successor manager executes a consent which power of attorney shall be irrevocable and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the successor manager Default Rate from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Lender, Xxxxx Xxxxshall be deemed to constitute a portion of the Debt, or PM Realty Group)shall be secured by the lien of the Security Instruments and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. Borrower shall (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe in all material respects all of the terms, covenants required and conditions of the Management Agreement or Replacement Management Agreement, if applicable, on the part of Borrower to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the material rights of Borrower under the Management Agreement or Replacement Management Agreement, if applicable and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner to notify) Lender of the giving of any notice to Borrower of any material default under by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Replacement Management Agreement; and (v) cause Owner to promptly enforce , if applicable on the performance and observance part of all of the covenants required Borrower to be performed and observed by Manager under the Management Agreement, the failure and deliver to Lender a true copy of which covenants could cause a Material Adverse Effecteach such notice. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew surrender the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or Replacement Management Agreement, if applicable, consent to the reduction assignment by the Manager of the term of the Management Agreement; (c) increase or consent to the increase of the amount of any charges its interest under the Management Agreement (except as provided herein) or Replacement Management Agreement; (d) otherwise , if applicable, or terminate or cancel the Management Agreement or Replacement Management Agreement, if applicable, or modify, change, supplement, alter or amend the Management Agreement or Replacement Management Agreement, if applicable, in any material respect, either orally or waive in writing, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or release delayed. 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 Management Agreement or Replacement Management Agreement, if applicable, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement or Replacement Management Agreement, if applicable, in any respect, and any such surrender of the Management Agreement or Replacement Management Agreement, if applicable, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement or Replacement Management Agreement, if applicable, without the prior consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, 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 or Replacement Management Agreement, if applicable, on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lenders shall have the right, but shall be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement or Replacement Management Agreement; , if applicable, on the part of Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Borrower, to the occurrence end that the rights of Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or Replacement Management Agreement, if applicable, shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits person designated by Lender shall have, and are hereby granted, the Manager right upon reasonable advance written notice to terminate Borrower to enter upon the Management Agreement (or such successor management agreement). Borrower may applicable Individual Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Borrower of material default under the Management Agreement or Replacement Management Agreement, if applicable, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon unless such items and information regarding action constitutes the willful misconduct or gross negligence of Lender or Lender's agent. Borrower shall notify Lender if the Manager sub-contracts to a third party any or all of its management responsibilities under the Management Agreement or Replacement Management Agreement, if applicable. Borrower shall, from time to time, obtain from the Manager such appointment and successor manager certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement or Replacement Management Agreement, if applicable, as may be reasonably requested by Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates extent provided for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with Management Agreement or Replacement Management Agreement if the prior property managerManager is not an Affiliate of Borrower. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement or Replacement Management Agreement, if applicable upon demand by Lender made at any time within one (C1) year of the last day upon which any such successor manager executes a consent option may be exercised, and subordination of management agreement substantially Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the form name of the Consent and Subordination upon behalf of Manager Borrower, which power of even date herewith executed attorney shall be irrevocable and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the successor manager Default Rate from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Lender, Xxxxx Xxxxshall be deemed to constitute a portion of the Debt, or PM Realty Group)shall be secured by the lien of the Security Instruments and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. Borrower shall (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly perform and observe all of the covenants required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner Borrower under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (consent, which shall not to be unreasonably withheld)withheld or delayed, Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below5.11.2), provided however, that so long as no Event of Default has occurred and is continuing, and Borrower is not otherwise required to terminate the Management Agreement pursuant to Section 5.11.2, Borrower shall have the right to renew the Management Agreement without Lender’s prior written consent so long as such renewal is on the same terms and conditions that exist pursuant to the Management Agreement on the date hereof and Borrower delivered to Lender a copy of such renewal; (b) reduce or consent to the reduction of 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). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group).

Management Agreement. (a) The Improvements on the Properties are operated and managed as "U-Store-It" self-service storage facilities (other than the Properties set forth on Schedule 4.1.31 attached hereto) under the terms and conditions of the Management Agreement, which have been approved by Lender including the management fees and any other items set forth therein. The Properties (other than the Properties set forth on Schedule 4.1.31 attached hereto) shall at all times continue to be operated as "U-Store-It" self-service storage facilities or under such other tradename or trademark as may be approved by Lender. In no event shall the management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the applicable Individual Property. Borrower shall shall, (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreement, on the part of Borrower to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice by Manager to notify) Lender 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) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Borrower shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive in writing. 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 Management Agreement, or release 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. 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 the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Borrower, to the occurrence end that the rights of Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits Person designated by Lender shall have, and are hereby granted, the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may applicable Individual Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Borrower of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall not, and shall not permit the Manager to, sub-contract any or all of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower shall, from time to time, obtain from the Manager such items certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement 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 information regarding Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained option in the property management agreement with the prior property managername of and upon behalf of Borrower, (C) such successor manager executes a consent which power of attorney shall be irrevocable and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the successor manager Default Rate from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Lender, Xxxxx Xxxx(ii) shall be deemed to constitute a portion of the Debt, or PM Realty Group)(iii) shall be secured by the lien of the Security Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) As of the date hereof, Borrower shall has not engaged any manager to manage the Property and pays no property management fee to any manager. In the event that Borrower enters into a Management Agreement with a Manager, Manager and Borrower shall, as a condition of Lender’s consent, execute a subordination of the Management Agreement in a form reasonably acceptable to Lender. Borrower shall: (ia) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (iib) cause Owner to promptly perform and observe all of the covenants required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiic) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement beyond all applicable notice and cure periods of which it is aware; (ivd) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner Borrower under the Management Agreement; and (ve) cause Owner to promptly enforce in a commercially reasonable manner the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default beyond all applicable notice and cure periods in the performance or observance of any material term, covenant or condition of the failure Management Agreement on the part of which 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 could cause a Material Adverse Effectand conditions of the Management Agreement on the part of Borrower to be performed or observed. Without Lender’s prior written consent, which consent (shall not to be unreasonably withheld), conditioned or delayed, Borrower shall not permit Owner to not: (ai) enter into, surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 belowhereof); (bii) reduce or consent to the reduction of the term of the Management Agreement; (ciii) increase or consent to the increase of the amount of any charges under the Management Agreement; (div) otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its material rights and remedies under, the Management Agreement; or (ev) suffer or permit the occurrence and continuance of a default by Borrower 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). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group).

Management Agreement. Borrower shall (ior shall cause Owner to) maintain, or cause to be maintained, the Management Agreement in full force and effect and timely perform all of Owner’s obligations thereunder and enforce performance in all material respects of all obligations of the Manager thereunder, and except as otherwise permitted by the Loan Documents, not permit the termination or amendment of the Management Agreement unless the prior written consent of Lender is first obtained, which consent shall not be unreasonably withheld, conditioned or delayed. Borrower shall (or shall cause Owner to) cause the Manager to enter into consent of manager in form satisfactory to Lender (the “Consent of Manager”). Upon an Event of Default, Borrower shall (or shall cause Owner to to), at Lender’s request made at any time while such Event of Default continues, terminate, or cause the termination of, the Management Agreement (subject, however, to Senior Lender’s rights under the Senior Loan Documents). After the date hereof, Borrower shall not (and shall not permit Owner to) enter into any agreement relating to the management of the Property with any party without the express written consent of Lender (which consent shall not be unreasonably withheld to be managed pursuant the extent that such manager is an affiliate of Borrower); provided, however, with respect to a new manager of the Property (but not a leasing agent or subcontractor appointed in accordance with the Management Agreement; (ii) cause Owner to promptly perform and observe all of the covenants required to such consent may also be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify conditioned upon Borrower delivering (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause causing Owner to deliver) (i) a Rating Comfort Letter (if required pursuant to Lender a copy Pooling and Servicing Agreement from and after the occurrence of each financial statement, business plan, capital expenditure plan, a Securitization) with respect to such new manager and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant other than a Qualified Manager that is Controlled (in the sense of clause (ii) of the defined term “Control”) by the REIT), and (ii) evidence satisfactory to Section 5.12.2 below); Lender (bwhich shall include, at the request of Lender, a legal non- consolidation opinion acceptable to Lender) reduce that the single purpose nature and bankruptcy remoteness of Owner, Borrower, its shareholders, partners or consent members, as the case may be, after the engagement of the new manager are in accordance with the requirements of the Rating Agencies. If at any time Lender consents to the reduction of 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 appointment 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). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property new manager, (C) such successor new manager executes and Owner, Borrower shall, as a condition of Lender’s consent, execute a consent and subordination of management agreement substantially manager in the form of the Consent and Subordination of Manager of even date herewith executed and delivered then used by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)Lender.

Management Agreement. (a) Borrower shall (i) cause Owner to cause diligently perform, observe and enforce all of the Property terms, covenants and conditions of the Management Agreement on the part of Borrower to be managed pursuant performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement; Agreement and (ii) cause Owner to promptly perform and observe all notify Administrative Agent of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants required or conditions of the Management Agreement on the part of Borrower to be performed and observed by it under the Management Agreement and do all things necessary deliver to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender Administrative Agent a true copy of each financial statementsuch notice. Without Requisite Lenders’ prior written consent (which must include the consent of any Lender then acting as Administrative Agent), business plansuch consent not to be unreasonably withheld, capital expenditure planconditioned or delayed, and property improvement plan and any other notice, report and estimate received by Owner under Borrower shall not surrender the Management Agreement; and (v) cause Owner , consent to promptly enforce the performance and observance of all of the covenants required to be performed and observed assignment by Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew terminate or cancel the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent as it relates to the reduction of the term of the Management Agreement; (c) increase Property or consent to the increase of the amount of any charges under the Management Agreement; (d) otherwise modify, change, supplement, alter or amend the Management Agreement as it relates to the Property, in any material respect, either orally or waive in writing, and Borrower hereby assigns to Administrative Agent, for the benefit of Lenders, 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 Management Agreement or release to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement as it relates to the Property 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 consents required pursuant to this Section 4.15(a) shall be void and of no force and effect; provided that, Borrower shall not be required to obtain Administrative Agent’s consent with respect to any non-material changes, supplements, alterations or amendments to the Management Agreement. 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 the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Borrower, to the occurrence end that the rights of Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement shall be kept unimpaired and free from default. Administrative Agent and any Person designated by Administrative Agent shall have, and are hereby granted, subject to the terms and conditions of, and the rights of Tenants, under the Leases (or and any successor management agreement) if such default permits applicable SNDA), the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may Property at any time and from time to time cause Owner for the purpose of taking any such action. If Manager shall deliver to appoint Administrative Agent a successor manager copy of any notice sent to manage Borrower of default under the Management Agreement, such notice shall constitute full protection to Administrative Agent and Lenders for any action taken or omitted to be taken by Administrative Agent or any Lender in good faith, in reliance thereon. Borrower shall notify Administrative Agent if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement with respect to the Property. Borrower shall, provided that from time to time, use its commercially reasonable efforts to obtain from Manager under the Management Agreement such certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be reasonably requested by Administrative Agent on behalf of any Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Administrative Agent (Aas directed by Requisite Lenders (which must include any Lender then acting as Administrative Agent)) made at any time within one (1) year of the last day upon which any such option may be exercised, and, should Borrower provides so fail to Lender prompt notice of exercise such appointment option, Borrower hereby expressly authorizes and provides appoints Administrative Agent its attorney-in-fact to Lender exercise any such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained option in the property management agreement with the prior property managername of and upon behalf of Borrower, (C) such successor manager executes a consent which power of attorney shall be irrevocable and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest. Any sums expended by Administrative Agent pursuant to this paragraph shall bear interest at the successor manager Interest Rate from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Administrative Agent shall be deemed to constitute a portion of the Debt, Xxxxx Xxxx, 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 Administrative Agent or PM Realty Group)any Lender therefor.

Management Agreement. Borrower Borrowers shall (i) maintain, or cause Owner to be maintained, the Management Agreement in full force and effect and timely perform all of Borrowers’ obligations thereunder and enforce performance of all obligations of the Manager thereunder, and except as otherwise permitted by the Loan Documents, not permit the termination or amendment of the Management Agreement unless the prior written consent of Lender is first obtained, which consent shall not be unreasonably withheld, conditioned or delayed. Borrowers shall cause the Manager to enter into an assignment and subordination of the management agreement in form satisfactory to Lender (the "Subordination of Management Agreement"). The Subordination of Management Agreement shall assign and subordinate the Manager’s interests in the Property to be managed and all fees and other rights of the Manager pursuant to the Management Agreement; (ii) cause Owner Agreement to promptly perform and observe all the rights of the covenants required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify (or cause Owner to notify) Lender Lender. Upon an Event of any default under the Management Agreement of which it is aware; (iv) if requestedDefault, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statementBorrowers shall, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without at Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrenderrequest made at any time while such Event of Default continues, terminate, cancel, extend or renew cause the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of 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 undertermination of, the Management Agreement. Borrowers shall not enter into any agreement relating to the management of the Property with any party without the express written consent of Lender (which consent shall not be unreasonably withheld to the extent that such manager is an affiliate of Borrowers); provided, however, with respect to a new manager such consent may also be conditioned upon Borrowers delivering (i) a Rating Comfort Letter with respect to such new manager and management agreement (other than a Qualified Manager that is Controlled (in the sense of clause (ii) of the defined term "Control") by the REIT), and (ii) evidence satisfactory to Lender (which shall include, at the request of Lender, a legal non-consolidation opinion acceptable to Lender) that the single purpose nature and bankruptcy remoteness of Borrowers, their shareholders, partners or (e) suffer or permit members, as the occurrence and continuance case may be, after the engagement of the new manager are in accordance with the requirements of the Rating Agencies. If at any time Lender consents to the appointment 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). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property new manager, (C) such successor new manager executes and Borrowers shall, as a consent condition of Lender’s consent, execute an assignment and subordination of such management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered then used by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)Lender.

Management Agreement. (a) The Improvements on the Property are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed two and one-half percent (2.5%) of the gross income derived from the Property. Borrower shall (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreement, on the part of Borrower to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice by Manager to notify) Lender 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) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Borrower shall not surrender the Management Agreement, consent to the assignment by Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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; , in any respect, either orally or (e) suffer in writing. 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 Management Agreement, or permit to terminate, cancel, modify, change, supplement, alter or amend the occurrence Management Agreement, in any respect, and continuance any such surrender of a 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. If Borrower shall default beyond any applicable notice and cure period 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 the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations 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 terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed 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 (or shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits Person designated by Lender shall have, and are hereby granted, the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Borrower of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall not, and shall not permit Manager to, sub-contract any or all of its management responsibilities under the Management Agreement to a third party without the prior written consent of Lender, which will not be unreasonably withheld. Borrower shall, from time to time, obtain from the Manager such items certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement 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 information regarding Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained option in the property management agreement with the prior property managername of and upon behalf of Borrower, (C) such successor manager executes a consent which power of attorney shall be irrevocable and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the successor manager Default Rate from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Lender, Xxxxx Xxxx(ii) shall be deemed to constitute a portion of the Debt, or PM Realty Group)(iii) shall be secured by the lien of the Security Instrument and the other Loan Documents and (iv) shall be due and payable upon demand by Lender therefor.

Management Agreement. Borrower (a) Borrowers shall (i) cause Owner to cause diligently perform, observe and enforce all of the Property terms, covenants and conditions of the Management Agreements on the part of any Borrower to be managed pursuant performed, observed and enforced to the end that all things shall be done which are reasonably necessary to keep unimpaired the rights of Borrowers under the Management Agreement; Agreements and (ii) cause Owner to promptly perform and observe all notify Lender of the giving of any notice to any Borrower of any default by any Borrower in the performance or observance of any of the terms, covenants required or conditions of the Management Agreement on the part of any Borrower to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a true copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other such notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (consent, which shall not to be unreasonably withheld), Borrower Borrowers shall not permit Owner surrender the Management Agreement, consent to (a) surrenderthe assignment by Manager of its interest under the Management Agreement, terminate, cancel, extend or renew terminate or cancel the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of 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 the Management Agreement, in any material respect, either orally or waive or release in writing; provided, however, that upon not less than five (5) Business Days prior written notice, Borrower may terminate any Manager provided such Manager is replaced with a New Manager in accordance with subsection (d) below. Borrowers hereby assign to Lender as further security for the payment of its rights the Debt and remedies underfor the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of any Borrower to surrender the Management Agreement; Agreements or (e) suffer to terminate, cancel, modify, change, supplement, alter or permit the occurrence and continuance of a default beyond any applicable cure period under amend the Management Agreement (in any material respect, and any such surrender of the Management Agreements or any successor management agreement) if such default permits the Manager to terminate termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement (or such successor management agreement). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with without the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)void and of no force and effect.

Management Agreement. (a) The Improvements on the Property are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed, in the aggregate, five percent (5%) of the Gross Income from Operations, provided that during the continuance of any Event of Default or any Trigger Period, no Additional Management Compensation shall be paid by Borrower to Manager. Borrower shall (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreement, on the part of Borrower to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice by Manager to notify) Lender 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) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Borrower shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive in writing. 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 Management Agreement, or release 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 written 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 observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Borrower, to the occurrence end that the rights of Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits Person designated by Lender shall have, and are hereby granted, the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Borrower of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall not, and shall not permit the Manager to, sub-contract any or all of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender. Borrower shall, from time to time, obtain from the Manager such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement certificates of estoppel with such successor manager provides compensation respect to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to compliance by Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form terms of the Consent and Subordination Management Agreement as may be requested by Xxxxxx. Borrower shall exercise each individual option, if any, to extend or renew the term of Manager of even date herewith executed and delivered the Management Agreement upon demand by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group).Xxxxxx made at any time within one

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed (I) with respect to the Properties managed by Six Continents Hotels, the sum of (x) five percent (5%) of total room revenue and (y) two percent (2%) of total revenue; provided, however, Six Continents Hotels shall not charge any additional franchise fees in connection with such Properties and (II) with respect to the Properties managed by any Person other than Six Continents Hotels, four percent (4%) of the gross income derived from the Property (excluding any incentive management fees which are subordinate to the Loan). Borrower shall (or shall cause Operating Lessee to) (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreement, on the part of Operating Lessee to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Operating Lessee under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice by Manager to notify) Lender Operating Lessee of any default under by Operating Lessee 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) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice. Neither Borrower nor Operating Lessee shall surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive in writing. Borrower hereby assigns (and Borrower shall cause Operating Lessee to assign) 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 and/or Operating Lessee to surrender the Management Agreement, or release to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement, in any material respect, and any such surrender of the Management Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement in any material respect, without the prior consent of Lender, shall be void and of no force and effect. If Operating Lessee shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Operating Lessee to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Operating Lessee to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Operating Lessee to the occurrence end that the rights of Operating Lessee in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits Person designated by Lender by written notice to Borrower shall have, and are hereby granted, the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may applicable Individual Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Borrower and/or Operating Lessee of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower and Operating Lessee shall not, and shall not permit the Manager to, sub-contract all or any material portion of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower shall, from time to time, cause Operating Lessee to request of Manager and deliver to Lender upon receipt such items and information regarding such appointment and successor manager certificates of estoppel with respect to compliance by Operating Lessee with the terms of the Management Agreement as Lender may be reasonably requestrequested by Lender. Borrower and/or Operating Lessee shall exercise each individual option, (B) if any, to extend or renew the property management agreement with such successor manager provides compensation term of the Management Agreement to the manager at market rates for similar properties extent required to continue it in full force and otherwise contains economic terms that are no less favorable effect until after the Maturity Date, and Borrower hereby authorizes and appoints (and shall cause Operating Lessee to Borrower than authorize and appoint) Lender their attorney-in-fact to exercise any such terms that were contained option in the property management agreement with the prior property managername of and upon behalf of Borrower and/or Operating Lessee, (C) such successor manager executes a consent which power of attorney shall be irrevocable and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the successor manager Default Rate from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Lender, Xxxxx Xxxx(ii) shall be deemed to constitute a portion of the Debt, or PM Realty Group)(iii) shall be secured by the lien of the Security Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. With respect to all Property other than the T-Mobile Property, Borrower shall manage such Property in its own name and for its own account, and shall not enter into any agreement relating to the management or operation of such Property with any affiliate of Borrower or any third party, without the express prior written consent of Lender. If at any time Lender consents to the appointment of a manager for the Property, as a condition of Lender’s consent, the management fees payable to such manager and the terms and provisions of such Management Agreement shall be subordinate to the Loan Documents and to Lender’s rights in the Property, and Borrower and such manager shall execute a Subordination of Management Agreement in the form then being used by Lender. With respect to the existing T-Mobile Management Agreement and to any future Management Agreement for any Property as may be approved by Lender as provided in this Section 5.11.1, Borrower shall (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly perform and observe in all material respects all of the covenants required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired in all material respects its rights thereunder; (iii) promptly within five (5) Business Days of obtaining knowledge thereof, notify (or cause Owner to notify) Lender of any default that extends beyond any applicable notice and/or cure period under the Management Agreement of which it is aware; (iv) if requested, promptly within five (5) Business Days after receipt deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner Borrower under the Management Agreement; and (v) cause Owner to promptly enforce in a commercially reasonable manner the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement. Further, with respect to the failure of which covenants could cause a Material Adverse Effect. Without existing T-Mobile Management Agreement and to any future Management Agreement for any Property as may be approved by Lender as provided in this Section 5.11.1, without Lender’s prior written consent (not to be unreasonably withheld)consent, Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement (except for automatic extensions or renewals of T-Mobile Management Agreement as provided therein) or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below5.11.2); (b) reduce or consent to the reduction of 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). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group).

Management Agreement. Borrower (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed (I) with respect to the Properties managed by Intercontinental Hotels Group Resources, Inc., successor to Bristol Management L.P. (“IHG”), the sum of (x) five percent (5%) of total room revenue and (y) two percent (2%) of total revenue; provided, however, IHG shall not charge any additional franchise fees in connection with such Properties and (II) with respect to the Properties managed by any Person other than IHG, three percent (3%) of the gross income derived from the Property (excluding any incentive management fees which are subordinate to the Loan). Operating Lessee shall (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreement, on the part of Operating Lessee to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Operating Lessee under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice by Manager to notify) Lender Operating Lessee of any default under by Operating Lessee 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) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice. Operating Lessee shall not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive or release any in writing. Borrower hereby assigns to Lender as further security for the payment of its rights the Debt and remedies underfor the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement, in any material respect, and any such surrender of the Management Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement in any material respect, without the prior consent of Lender, shall be void and of no force and effect. Any such proposed modification, change, supplement, alteration or amendment of the Management Agreement submitted to Lender for approval shall be deemed approved if (i) Borrower delivers to Lender a written request for such approval marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER. FAILURE TO RESPOND SHALL BE DEEMED AN APPROVAL” and the envelope containing the request is marked “PRIORITY”; and (ii) Lender shall have failed to notify Borrower of its approval or disapproval within such fifteen (e15) suffer Business Days following Lender’s receipt of Borrower’s written request together with such proposed modification, change, supplement, alteration or permit amendment of the occurrence Management Agreement, and continuance any and all other information and documentation relating thereto reasonably required by Lender to reach a decision. In no event shall Lender be deemed to have approved (1) a surrender, termination or cancellation of the Management Agreement, (2) any change having a default beyond any applicable cure period material adverse effect on Borrower’s costs or obligations under the Management Agreement Agreement, or (3) or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property new management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable a new property manager. Upon Borrower’s request, Lender shall deliver to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form reasonably detailed description of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)reasons for any disapprovals under this Section 5.1.18.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. Borrower shall cause Operating Lessee to (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the material terms, covenants required and conditions of each Management Agreement, on the part of Operating Lessee to be performed and observed in accordance with the terms thereof and (ii) promptly notify Lender of the giving of any notice by it any Manager to Operating Lessee of any default by Operating Lessee in the performance or observance of any of the material terms, covenants or conditions of the applicable Management Agreement on the part of Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice. Borrower shall not permit or cause Operating Lessee to (1) surrender any Management Agreement, (2) except as required by the terms of the Management Agreement, consent to the assignment by any Manager of its respective interest under the applicable Management Agreement, (3) terminate or cancel any Management Agreement, or (4) except as required by the terms of the Management Agreement, modify or amend any Management Agreement, in any material respect, either orally or in writing in each case without the consent of Lender which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that immaterial modifications, amendments, changes or supplements of any Management Agreement may be made without consent of Lender (provided, that, in no instance shall any modification, amendment, change or supplement of the Marriott Management Documents which would reduce the consent rights or other discretionary rights of Mortgage Borrower and/or Operating Lessee thereunder from those set forth in the Marriott Management Documents as of the Closing Date be deemed immaterial); and provided further, that, Borrower may permit Operating Lessee to, without Lender’s consent (except with respect to any Lender consent required pursuant to the definitions of Qualified Manager and Replacement Management Agreement set forth herein), replace the Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement and do any termination fees and other sums payable to the Manager being replaced are either (i) paid from Excess Cash Flow which is entitled to be used for such payment in accordance with the terms and conditions of this Agreement or (ii) paid from an equity contribution to the Operating Lessee from sources other than the Collateral, the Mezzanine A Loan Collateral and the Mortgage Loan Collateral. Subject to the rights of Mortgage Lender and Mezzanine A Lender, 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 things necessary the rights, privileges and prerogatives of Operating Lessee to preserve surrender any Management Agreement, or, except as otherwise provided in this Agreement, to terminate, cancel, modify or amend any Management Agreement, in any material respect, and any such surrender of any Management Agreement, or termination, cancellation, modification or amendment of any Management Agreement, without the prior consent of Lender (other than as permitted pursuant to this Agreement) shall be void and of no force and effect. If Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of Operating Lessee to be performed or observed and subject to the rights of Mortgage Lender and Mezzanine A Lender, then, if such default is not remedied within the lesser of (i) ten (10) Business Days of receipt of notice by Borrower from Lender and (ii) such period of time as, should Borrower fail to cause Operating Lessee to remedy such default after receipt of notice thereof, shall give Lender a reasonable period of time to cure such default, then without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower or Operating Lessee from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to keep unimpaired its rights thereunder; (iii) promptly notify (perform any act or take any action as may be appropriate to cause Owner to notify) Lender all the terms, covenants and conditions of any default under the applicable Management Agreement on the part of which it is aware; (iv) if requestedOperating Lessee to be performed or observed to be promptly performed or observed on behalf of Operating Lessee. Subject to the rights of Mortgage Lender and the Mezzanine A Lender, promptly Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If any Manager shall deliver (or cause Owner to deliver) to Lender a copy of each financial statementany notice sent to Operating Lessee of default under any Management Agreement, business plansuch notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, capital expenditure planin reliance thereon. Borrower shall not permit Operating Lessee to, and property improvement plan and shall cause Operating Lessee to not permit any other noticeManager to, report and estimate received by Owner under subject to the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance terms of all of the covenants required to be performed and observed by Manager under the Management Agreement, sub-contract any or all of its respective management responsibilities under any Management Agreement to a third-party without the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (of Lender, which consent shall not to be unreasonably withheld), conditioned or delayed. Following the occurrence and during the continuance of an Event of Default, Borrower shall cause Operating Lessee to not exercise any rights or make any decisions, grant any approvals or otherwise take any action under the Management Agreement without the prior consent of Lender, which consent may be granted, conditioned or withheld in Lender’s sole discretion. Borrower shall cause Operating Lessee to, from time to time, use commercially reasonable efforts to obtain from each Manager and deliver to Lender, Mortgage Lender and Mezzanine A Lender such certificates of estoppel with respect to compliance by Operating Lessee with the terms of the applicable Management Agreement as may be requested by Lender; provided, that, so long as no Event of Default has occurred and is continuing, Borrower shall not permit Owner be required to cause Operating Lessee to provide such statement more than one (a1) surrendertime in any Fiscal Year, terminateprovided, cancelfurther, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except that such estoppel shall be addressed to each of Lender, Mortgage Lender and Mezzanine A Lender. Any sums expended by Lender pursuant to Section 5.12.2 below); this paragraph (bi) reduce or consent shall bear interest at the Default Rate from the date such cost is incurred to the reduction date of the term of the Management Agreement; (c) increase or consent payment 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). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably requestLender, (Bii) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to constitute a portion of the successor manager is CB Xxxxxxx XxxxxDebt, Xxxxx Xxxx, or PM Realty Group)(iii) shall be secured by the lien of the Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. Borrower (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. Operating Lessee shall (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the material terms, covenants required and conditions of each Management Agreement, on the part of Operating Lessee to be performed and observed in accordance with the terms thereof and (ii) promptly notify Lender of the giving of any notice by it any Manager to Operating Lessee of any default by Operating Lessee in the performance or observance of any of the material terms, covenants or conditions of the applicable Management Agreement on the part of Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice. Operating Lessee shall not (1) surrender any Management Agreement, (2) except as required by the terms of the Management Agreement, consent to the assignment by any Manager of its respective interest under the applicable Management Agreement, (3) terminate or cancel any Management Agreement or (4) except as required by the terms of the Management Agreement, modify or amend any Management Agreement, in any material respect, either orally or in writing in each case without the consent of Lender which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that immaterial modifications, amendments, changes or supplements of any Management Agreement may be made without consent of Lender (provided, that, in no instance shall any modification, amendment, change or supplement of the Marriott Management Documents which would reduce the consent rights or other discretionary rights of Borrower and/Operating Lessee thereunder from those set forth in the Marriott Management Documents as of the Closing Date be deemed immaterial); and provided further, that, Operating Lessee may, without Lender’s consent (except with respect to any Lender consent required pursuant to the definitions of Qualified Manager and Replacement Management Agreement set forth herein), replace the Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement and do any termination fees and other sums payable to the Manager being replaced are either (i) paid from Excess Cash Flow which is entitled to be used for such payment in accordance with the terms and conditions of this Agreement or (ii) paid from an equity contribution to the Operating Lessee from sources other than the Collateral. Operating Lessee 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 things necessary the rights, privileges and prerogatives of Operating Lessee to preserve surrender any Management Agreement, or, except as otherwise provided in this Agreement, to terminate, cancel, modify or amend any Management Agreement, in any material respect, and any such surrender of any Management Agreement, or termination, cancellation, modification or amendment of any Management Agreement, without the prior consent of Lender (other than as permitted pursuant to this Agreement) shall be void and of no force and effect. If Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of Operating Lessee to be performed or observed, then, if such default is not remedied within the lesser of (i) ten (10) Business Days of receipt of notice by Borrower from Lender and (ii) such period of time as, should Operating Lessee fail to remedy such default after receipt of notice thereof, shall give Lender a reasonable period of time to cure such default, then without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower or Operating Lessee from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to keep unimpaired its rights thereunder; (iii) promptly notify (perform any act or take any action as may be appropriate to cause Owner to notify) Lender all the terms, covenants and conditions of any default under the applicable Management Agreement on the part of which it is aware; (iv) if requestedOperating Lessee to be performed or observed to be promptly performed or observed on behalf of Operating Lessee. Lender and any Person designated by Lender shall have, promptly and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If any Manager shall deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner notice sent to Operating Lessee of default under the any Management Agreement; and (v) cause Owner , such notice shall constitute full protection to promptly enforce the performance and observance of all of the covenants required Lender for any action taken or omitted to be performed and observed taken by Manager under Lender in good faith, in reliance thereon. Operating Lessee shall not, and, subject to the terms of the Management Agreement, shall not permit any Manager to, sub-contract any or all of its respective management responsibilities under any Management Agreement to a third-party without the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (of Lender, which consent shall not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend conditioned or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of 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 delayed. Following the occurrence and during the continuance of a default beyond an Event of Default, Operating Lessee shall not exercise any applicable cure period rights or make any decisions, grant any approvals or otherwise take any action under the Management Agreement (without the prior consent of Lender, which consent may be granted, conditioned or any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement)withheld in Lender’s sole discretion. Borrower may Operating Lessee shall, from time to time cause Owner time, use commercially reasonable efforts to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment obtain from each Manager and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager deliver to Lender and each Mezzanine Lender such certificates of estoppel with respect to compliance by Operating Lessee with the terms of the applicable Management Agreement as may be requested by Lender; provided, that, so long as no Event of Default has occurred and is continuing, Operating Lessee shall not be required to provide such statement more than one (D1) time in any Fiscal Year, provided, further, that such successor manager has estoppel shall be addressed to both Lender and each Mezzanine Lender. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the management expertise in managing properties similar in size and type Default Rate from the date such cost is incurred to the property date of payment to Lender, (provided that such condition ii) shall be deemed satisfied if to constitute a portion of the successor manager is CB Xxxxxxx XxxxxDebt, Xxxxx Xxxx, or PM Realty Group)(iii) shall be secured by the lien of the Security Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. Borrower shall will (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; , (ii) cause Owner to promptly perform and observe all of the covenants required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; , (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; , (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received notice given for any other reason by Owner under Borrower to Manager pursuant to the terms of the Management Agreement; , and (v) cause Owner to promptly accept and/or enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent, such consent (not to be unreasonably withheld)exercised in Lender’s sole and absolute discretion, Borrower shall will not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement Agreement, waive any defaults thereunder, or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); agreement, (b) reduce or consent to the reduction of 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 any successor management agreement), or (f) knowingly permit the ​ ​ ​ ownership, management, or control of the Manager to be transferred to any Person except as otherwise permitted pursuant to Section 18.1 of the Management Agreement. Borrower may will not assign, pledge, delegate, waive or transfer any interests, rights or obligations under the Management Agreement, including the proceeds thereof, Borrower will not borrow, or accept any forbearance to collect, any amount due from time it to time cause Owner to appoint a successor manager to manage Manager or any affiliate of Manager without the Property, provided that (A) Borrower provides to Lender prompt notice prior written consent of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender. Lender may reasonably requestender a cure or to cure any default or purported default in the obligations of Borrower under the Management Agreement, (B) the property management agreement and that any cost incurred by Lender in connection with such successor manager provides compensation cure or attempt to cure will constitute an additional advance as a demand obligation of Borrower under this Agreement and the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)other Loan Documents.

Management Agreement. The management of the Mortgaged Property shall be by either: (a) Borrower, Property Manager or an entity affiliated with Borrower approved by Lender (which approval shall not be unreasonably withheld, conditioned or delayed) or (b) a professional property management company approved by Lender (any such person or entity, including Property Manager, which manages the Mortgaged Property, other than Borrower, is hereinafter referred to as the "Manager"). Any such management by an affiliated entity or a professional property management company shall be pursuant to a written agreement approved by Lender; it being understood that Lender hereby approves the Property Manager and the Property Management Agreement. In no event shall Property Manager or any subsequent Manager be removed or replaced or the terms of any management agreement, including, the Property Management Agreement, modified or amended without the prior written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed). In the event (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; of an Event of Default or any default occurring under any management contract beyond all applicable cure and grace periods then in effect, which default is not cured within any applicable grace or cure period, or (ii) cause Owner to promptly perform and observe all of a change in control (fifty percent or more) of the covenants required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; ownership of Manager or if Manager provides cause for termination, including, without limitation, gross negligence, willful misconduct or fraud, or (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Manager becoming insolvent or a debtor in any bankruptcy or insolvency proceeding, Lender shall have the right to be performed and observed terminate, or direct Borrower to terminate, such management contract at any time and, in any such event of termination of the management contract, to retain, or to direct Borrower to retain, a new management agent approved by Manager under the Management Agreement, the failure of Lender (which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (shall not to be unreasonably withheld, conditioned or delayed). Any such successor manager shall be a reputable management company and shall be reasonably acceptable to Lender (which consent shall not be unreasonably withheld, conditioned or delayed). All Rents generated by or derived from the Mortgaged Property shall first be utilized solely for current expenses directly attributable to the ownership and operation of the Mortgaged Property, including, without limitation, current expenses relating to Borrower's liabilities and obligations with respect to this Agreement and the other Loan Documents, and none of the Rents generated by or derived from the Mortgaged Property shall be diverted by Borrower and utilized for any other purposes unless all such current expenses attributable to the ownership and operation of the Mortgaged Property have been fully paid and satisfied. Borrower further covenants and agrees that Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace require the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of 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 agreementmanagers) if such default permits to maintain at all times during the Manager to terminate the Management term of this Agreement (worker's compensation insurance as required by applicable governmental authorities or such successor management agreement). Borrower may from time to time cause Owner to appoint a successor manager to manage the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)legal requirements.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed (I) with respect to the Properties managed by Six Continents Hotels, the sum of (x) five percent (5%) of total room revenue and (y) two percent (2%) of total revenue; provided, however, Six Continents Hotels shall not charge any additional franchise fees in connection with such Properties and (II) with respect to the Properties managed by any Person other than Six Continents Hotels, four percent (4%) of the gross income derived from the Property (excluding any incentive management fees which are subordinate to the Loan). Borrower shall cause Mortgage Borrower (or Pledgor shall cause Operating Lessee to) (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreement, on the part of Operating Lessee to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Operating Lessee under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice by Manager to notify) Lender Operating Lessee of any default under by Operating Lessee 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) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice. Borrower shall cause Mortgage Borrower and/or Pledgor shall cause Operating Lessee to not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive in writing. Subject to the rights of Mortgage Lender, if Operating Lessee shall default in the performance or release observance of any material term, covenant or condition of the Management Agreement on the part of Operating Lessee to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Borrower shall cause Mortgage Borrower to permit Lender to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Operating Lessee to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Operating Lessee, to the occurrence end that the rights of Mortgage Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any successor management agreement) if such default permits the Manager to terminate the Management Agreement (or such successor management agreement)action. Borrower may shall cause Lender and any Person designated by Lender by written notice to Borrower to have the right to enter upon the applicable Individual Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Borrower or Mortgage Borrower and/or Pledgor or Operating Lessee of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall cause Mortgage Borrower and/or Pledgor shall cause Operating Lessee to not, and shall not permit the Manager to, sub-contract all or any material portion of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender. Pledgor shall cause Operating Lessee to request of Manager and deliver to Lender upon receipt such items certificates of estoppel with respect to compliance by Operating Lessee with the terms of the Management Agreement as may be requested by Lender. Borrower shall cause Mortgage Borrower and/or Pledgor shall cause Operating Lessee to exercise each individual option, if any, to extend or renew the term of the Management Agreement to the extent required to continue it in full force and information regarding effect until after the Maturity Date. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such appointment and successor manager as Lender may reasonably requestcost is incurred to the date of payment to Lender, (Bii) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to constitute a portion of the successor manager is CB Xxxxxxx XxxxxDebt, Xxxxx Xxxx, or PM Realty Group)(iii) shall be secured by the lien of the Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the Property. Pledgor shall cause Mortgage Borrower shall to (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreement, on the part of Mortgage Borrower to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice by Manager to notify) Lender Mortgage Borrower of any default under by Mortgage 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) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Mortgage Borrower to be performed and observed and deliver to Lender a true copy of each such notice. Pledgor shall cause Mortgage Borrower to not surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive in writing without the Lender’s prior written consent, which consent shall not be unreasonably, withheld, conditioned or release delayed. In the event that the Management Agreement expires or is terminated (without limiting any obligation of Pledgor to obtain Lender’s consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), Pledgor shall cause Mortgage Borrower to promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. Subject to the rights of Mortgage Lender, Mezzanine A Lender and Mezzanine B Lender, if Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Pledgor from any of its rights obligations hereunder, Pledgor shall permit Lender to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Mortgage Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Mortgage Borrower, to the occurrence end that the rights of Mortgage Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any successor management agreement) if such default permits action. Pledgor shall cause Lender and any Person designated by Lender to have the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may applicable Individual Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Pledgor or Mortgage Borrower of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Pledgor shall cause Mortgage Borrower to not, and shall not permit the Manager to, sub-contract any or all of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Pledgor shall, from time to time, use commercially reasonable efforts to obtain from the Manager such items and information regarding certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Management Agreement as may be requested by Lender. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such appointment and successor manager as Lender may reasonably requestcost is incurred to the date of payment to Lender, (Bii) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to constitute a portion of the successor manager is CB Xxxxxxx XxxxxDebt, Xxxxx Xxxx, or PM Realty Group)(iii) shall be secured by the lien of the Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Borrower shall (i) cause Owner to cause diligently perform, observe and enforce all of the Property material terms, covenants and conditions of the Management Agreement on the part of Borrower to be managed pursuant performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement; Agreement and (ii) cause Owner to promptly perform and observe all notify Lender of the giving of any notice to Borrower of any default (after applicable notice and cure) by Borrower in the performance or observance of any of the terms, covenants required or conditions of the Management Agreement on the part of Borrower to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a true copy of each financial statementsuch notice. Without Xxxxxx’s prior written consent (such consent not to be unreasonably withheld or delayed), business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under Borrower shall not surrender the Management Agreement; and (v) cause Owner , consent to promptly enforce the performance and observance of all of the covenants required to be performed and observed assignment by Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew terminate or cancel the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of 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 the Management Agreement, in any material respect, either orally or waive in writing, and 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 Management Agreement or release to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any material 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 (such consent not to be unreasonably withheld or delayed) 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 observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Borrower to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Borrower, to the occurrence end that the rights of Borrower in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits person designated by Lender shall have, and are hereby granted, the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If Manager shall deliver to Lender prompt a copy of any notice sent to Borrower of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall notify Lender if Manager sub-contracts to a third party or an affiliate any or all of its management responsibilities under the Management Agreement. Borrower shall, from time to time, use its commercially reasonable efforts to obtain from Manager under the Management Agreement such items certificates of estoppel with respect to compliance by Borrower with the terms of the Management Agreement as may be requested by Xxxxxx. Borrower shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Xxxxxx made at any time within one (1) year of the last day upon which any such option may be exercised, and information regarding Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise, during the continuance of an Event of Default, any such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained option in the property management agreement with the prior property managername of and upon behalf of Borrower, (C) such successor manager executes a consent which power of attorney shall be irrevocable and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the successor manager Default Rate from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Lender, Xxxxx Xxxxshall be deemed to constitute a portion of the Debt, or PM Realty Group)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.

Management Agreement. Borrower (a) Each Collateral Property is operated under the terms and conditions of the applicable Management Agreement. In no event shall the Base Management Fees under any Management Agreement exceed two percent (2%) of the gross income derived from the applicable Collateral Property (excluding any Incentive Management Fees which are subordinate to the Loan). Operating Lessee shall (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreements on the part of Operating Lessee to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Operating Lessee under the Management Agreement Agreements and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Administrative Agent of the giving of any notice by any Manager to notify) Lender Operating Lessee of any default under by Operating Lessee in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Operating Lessee to be performed and observed by Manager under the and deliver to Administrative Agent a true copy of each such notice. Operating Lessee shall not surrender any Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction assignment by any Manager of the term of the its interest under a Management Agreement; (c) increase , or consent to the increase of the amount of terminate or cancel any charges under the Management Agreement; (d) otherwise , or modify, change, supplement, alter or amend any Management Agreement, in any material respect, either orally or waive in writing without Administrative Agent’s prior written consent, and following a Securitization, without Rating Agency Confirmation. Borrowers hereby assign to Administrative Agent for benefit of the Secured Parties as further security for the payment of the Obligations and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrowers to surrender any Management Agreement, or release to terminate, cancel, modify, change, supplement, alter or amend such Management Agreements, in any material respect, and any such surrender of such Management Agreements, or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement in any material respect, without the prior consent of Administrative Agent, and following a Securitization, without Rating Agency Confirmation, shall be void and of no force and effect. Upon a Borrower’s request, Administrative Agent shall deliver to such Borrower a reasonably detailed description of the reasons for any disapprovals under this Section 7.17. Borrowers shall not enter into any Replacement Management Agreement without Administrative Agent’s prior written consent; provided, however, with respect to any expiring or replacement Management Agreement, Borrowers shall notify Administrative Agent but shall not be required to obtain Administrative Agent’s consent (or Rating Agency Confirmation) if the Management Agreement in effect on the date hereof is extended on the same or more favorable terms to Operating Lessee as prior to the expiration thereof; provided, further, that in such event the applicable Borrowers will be required to deliver an extension of the conditional assignment of management agreement obtained by Administrative Agent on the date hereof in connection with the original Management Agreement. Any such proposed modification, change, supplement, alteration or amendment of the Management Agreement submitted to Administrative Agent for approval shall be deemed approved if (i) Borrowers deliver to Administrative Agent a written request for such approval marked in bold lettering with the following language: “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND ADMINISTRATIVE AGENT” and the envelope containing the request must be marked “PRIORITY,” and (ii) Administrative Agent shall have failed to notify Borrowers of its rights and remedies underapproval or disapproval within such fifteen (15) Business Days following Administrative Agent’s receipt of Borrowers’ written request together with such proposed modification, change, supplement, alteration or amendment of the Management Agreement, and any and all other information and documentation relating thereto reasonably required by Administrative Agent to reach a decision; provided, however, that in no event shall Administrative Agent be deemed to have approved (1) a surrender, termination or cancellation of the Management Agreement, (e2) suffer any modification, change, supplement, alteration or permit amendment of the occurrence and continuance Management Agreement that affects any of a default beyond the material business terms of the Management Agreement, (3) any applicable cure period change under the Management Agreement that could result in a Material Property Event, or (or 4) any successor management agreement) if Replacement Management Agreement. Upon a Borrower’s request, Administrative Agent shall deliver to such default permits Borrower a reasonably detailed description of the Manager reasons for any disapprovals under this Section 7.17. For avoidance of doubt, Administrative Agent hereby approves modifications to terminate the Management Agreement (or such successor management agreement). Borrower may from time Agreements affecting the Embassy Properties, to time cause Owner to appoint a successor manager to manage the Property, provided that extent (A) Borrower provides such modifications are required solely to Lender prompt notice implement the agreed-upon terms set forth in that certain Master Agreement for Extension of such appointment Management Agreements dated January 1, 2009, by and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably requestbetween FelCor TRS Holdings, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group).for

Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed (I) with respect to the Properties managed by Six Continents Hotels, the sum of (x) five percent (5%) of total room revenue and (y) two percent (2%) of total revenue; provided, however, Six Continents Hotels shall not charge any additional franchise fees in connection with such Properties and (II) with respect to the Properties managed by any Person other than Six Continents Hotels, four percent (4%) of the gross income derived from the Property (excluding any incentive management fees which are subordinate to the Loan). Borrower shall (or shall cause Operating Lessee to) (i) cause Owner to cause the Property to be managed pursuant to the Management Agreement; (ii) cause Owner to promptly diligently perform and observe all of the terms, covenants required and conditions of the Management Agreement, on the part of Operating Lessee to be performed and observed by it to the end that all things shall be done which are necessary to keep unimpaired the rights of Operating Lessee under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iiiii) promptly notify (or cause Owner Lender of the giving of any notice by Manager to notify) Lender Operating Lessee of any default under by Operating Lessee 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) if requested, promptly deliver (or cause Owner to deliver) to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice. Neither Borrower nor Operating Lessee shall surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent (not to be unreasonably withheld), Borrower shall not permit Owner to (a) surrender, terminate, cancel, extend or renew the Management Agreement terminate or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of the term of cancel 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 the Management Agreement, in any material respect, either orally or waive in writing. Borrower hereby assigns (and Borrower shall cause Operating Lessee to assign) 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 and/or Operating Lessee to surrender the Management Agreement, or release to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement, in any material respect, and any such surrender of the Management Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement in any material respect, without the prior consent of Lender, shall be void and of no force and effect. If Operating Lessee shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Operating Lessee to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its rights obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and remedies underto perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement; Agreement on the part of Operating Lessee to be performed or (e) suffer observed to be promptly performed or permit observed on behalf of Operating Lessee to the occurrence end that the rights of Operating Lessee in, to and continuance of a default beyond any applicable cure period under the Management Agreement (or shall be kept unimpaired and free from default. Lender and any successor management agreement) if such default permits Person designated by Lender by written notice to Borrower shall have, and are hereby granted, the Manager right to terminate enter upon the Management Agreement (or such successor management agreement). Borrower may applicable Property at any time and from time to time cause Owner to appoint a successor manager to manage for the Property, provided that (A) Borrower provides purpose of taking any such action. If the Manager shall deliver to Lender prompt a copy of any notice sent to Borrower and/or Operating Lessee of default under the Management Agreement, such appointment and provides notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower and Operating Lessee shall not, and shall not permit the Manager to, sub-contract all or any material portion of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower shall, from time to time, cause Operating Lessee to request of Manager and deliver to Lender upon receipt such items and information regarding such appointment and successor manager certificates of estoppel with respect to compliance by Operating Lessee with the terms of the Management Agreement as Lender may be reasonably requestrequested by Lender. Borrower and/or Operating Lessee shall exercise each individual option, (B) if any, to extend or renew the property management agreement with such successor manager provides compensation term of the Management Agreement to the manager at market rates for similar properties extent required to continue it in full force and otherwise contains economic terms that are no less favorable effect until after the Maturity Date, and Borrower hereby authorizes and appoints (and shall cause Operating Lessee to Borrower than authorize and appoint) Lender their attorney-in-fact to exercise any such terms that were contained option in the property management agreement with the prior property managername of and upon behalf of Borrower and/or Operating Lessee, (C) such successor manager executes a consent which power of attorney shall be irrevocable and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the successor manager Default Rate from the date such cost is CB Xxxxxxx Xxxxxincurred to the date of payment to Lender, Xxxxx Xxxx(ii) shall be deemed to constitute a portion of the Debt, or PM Realty Group)(iii) shall be secured by the lien of the Security Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor.

Management Agreement. (a) Borrower shall (i) cause Owner to cause diligently perform, observe and enforce all of the Property terms, covenants and conditions of the Management Agreement on the part of Borrower to be managed pursuant performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Management Agreement; Agreement and (ii) cause Owner to promptly perform and observe all 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 required or conditions of the Management Agreement on the part of Borrower to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (iii) promptly notify (or cause Owner to notify) Lender of any default under the Management Agreement of which it is aware; (iv) if requested, promptly deliver (or cause Owner to deliver) to Lender a true copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any other such notice, report and estimate received by Owner under the Management Agreement; and (v) cause Owner to promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, the failure of which covenants could cause a Material Adverse Effect. Without Lender’s prior written consent, which consent (shall not to be unreasonably withheld), conditioned or delayed, Borrower shall not permit Owner surrender the Management Agreement, consent to (a) surrenderthe assignment by Manager of its interest under the Management Agreement, terminate, cancel, extend or renew terminate or cancel the Management Agreement or otherwise replace the Manager or enter into any other management agreement (except pursuant to Section 5.12.2 below); (b) reduce or consent to the reduction of 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; , in any respect, either orally or (e) suffer or permit in writing, and Borrower hereby assigns to Lender as further security for the occurrence payment of the Debt and continuance for the performance and observance of a default beyond any applicable cure period under the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Management Agreement (or any successor management agreement) if such default permits the Manager to terminate terminate, cancel, modify, change, supplement, alter or amend the Management Agreement (in any respect, and any such surrender of the Management Agreement or such successor management agreement). Borrower may from time to time cause Owner to appoint a successor manager to manage termination, cancellation, modification, change, supplement, alteration or amendment of the Property, provided that (A) Borrower provides to Lender prompt notice of such appointment and provides to Lender such items and information regarding such appointment and successor manager as Lender may reasonably request, (B) the property management agreement with such successor manager provides compensation to the manager at market rates for similar properties and otherwise contains economic terms that are no less favorable to Borrower than such terms that were contained in the property management agreement with Management Agreement without the prior property manager, (C) such successor manager executes a consent and subordination of management agreement substantially in the form of the Consent and Subordination of Manager of even date herewith executed and delivered by Manager to Lender and (D) such successor manager has the management expertise in managing properties similar in size and type to the property (provided that such condition shall be deemed satisfied if the successor manager is CB Xxxxxxx Xxxxx, Xxxxx Xxxx, or PM Realty Group)void and of no force and effect.