Common use of Operation of Property Clause in Contracts

Operation of Property. (a) Borrower shall (i) cause the Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware; provided, however, that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default under the Management Agreement does not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of Lender in such Properties, and (iv) promptly enforce the performance and observance of all of the covenants required to be performed and observed by the Manager under the Management Agreement in a commercially reasonable manner. 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 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 performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y).

Operation of Property. (a) Borrower shall (i) cause the Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware; provided, however, that that, no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default under the Management Agreement does not exceed $50,000 and (B) the Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of the Lender in such Properties, Properties and (iv) promptly enforce the performance and observance of all of the covenants required to be performed and observed by the Manager under the Management Agreement in a commercially reasonable manner. 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 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 performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y).

Operation of Property. (a) Borrower shall, and shall (i) cause Master Tenant to, cause the Manager Property to manage the Properties be operated in all material respects, in accordance with the Management Agreement (or Replacement Management Agreement, ) and the Franchise Agreement (iior Replacement Franchise Agreement) diligently perform and observe all as applicable. In the event that the Management Agreement or Franchise Agreement expires or is terminated (without limiting any obligation of the terms, covenants and conditions Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement on or Franchise Agreement in accordance with the part terms and provisions of this Agreement), Borrower shall promptly cause Master Tenant to enter into a Replacement Management Agreement with Manager or another Qualified Manager, or a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable. (b) Borrower shall, and shall cause Master Tenant to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed, observed by it under the Management Agreement and the Franchise Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any material default under the Management Agreement or the Franchise Agreement of which it is aware; provided, however, that no such notice is required pursuant to this clause (iii) if upon request by Lender, promptly deliver to Lender a copy of each of the following received by Borrower or Master Tenant, as applicable, under the Management Agreement: (A) the loss completed financial statement, business plan, capital expenditures plan or damage from such default under report required to be delivered to Borrower by Manager pursuant to the Management Agreement does not exceed $50,000 and Agreement, (B) notice of default, or (C) estimate delivered to Borrower determines, for its approval with respect to the contemplated expenditure of an amount in good faith, that such default will not adversely affect the management excess of any of the Properties or the interests of Lender in such Properties, $25,000; and (iv) promptly enforce enforce, in a commercially reasonable manner, the performance and observance observance, of all of the covenants and agreements required to be performed and and/or observed by the Manager under the Management Agreement in a commercially reasonable manner. 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 this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or Franchisor under the Management Franchise 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 performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y).

Operation of Property. (a) Borrower shall (i) cause the Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware; provided, however, that that, no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default under the Management Agreement does not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of the Lender in such Properties, Properties and (iv) promptly enforce the performance and observance of all of the covenants required to be performed and observed by the Manager under the Management Agreement in a commercially reasonable manner. 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 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 performed or observed. In Except to the extent payable in accordance with Section 2.7.2(j), in no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y).

Operation of Property. (a) Borrower shall (i) cause the Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware; provided, however, that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default under the Management Agreement does not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of Lender in such Properties, aware and (iv) promptly enforce the performance and observance of all of the covenants required to be performed and observed by the Manager under the Management Agreement in a commercially reasonable manner. 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 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 performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during at any time following the continuance occurrence of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y).

Operation of Property. (a) Borrower represents and warrants that it self-manages the Properties, and no agent, affiliated or unaffiliated with Borrower, receives a fee or other compensation for managing the Properties. Borrower shall not engage a property manager without Lender’s prior written consent. In the event that Lender determines that the Properties are not being managed in accordance with generally accepted management practices for properties similar to the Properties, Lender shall deliver written notice thereof to Borrower, which notice shall specify with particularity the grounds for Lender’s determination. If (i) cause Lender determines that the conditions specified in such notice are not remedied to Lender’s satisfaction by Borrower within thirty (30) days from receipt of such notice, or (ii) an Event of Default occurs and is continuing, then (A) Borrower shall, at Lender’s direction, engage a Qualified Manager to manage the Properties in accordance with the and enter into a Management Agreement, (iiB) diligently Borrower and such Qualified Manager shall execute an Assignment of Management Agreement conditionally assigning Borrower’s interest in such Management Agreements to Lender and subordinating such Qualified Manager’s right to receive fees and expenses under such Management Agreements while the Obligations remains outstanding, and (C) Borrower shall comply with Section 5.1.22(b), (c) and (d) below. (b) Borrower shall: (i) promptly perform and and/or observe in all material respects all of the terms, covenants and conditions of the Management Agreement on the part of Borrower agreements required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any material default under the Management Agreement of which it is aware; provided, however, that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Management Agreement does not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of Lender in such Properties, Agreement; and (iv) promptly enforce the performance and observance of all of the covenants and agreements required to be performed and and/or observed by the Manager under the Management Agreement Agreement, in a commercially reasonable manner. 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 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 performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (bc) If any one or more of the following events occurs: (i) during the continuance of an Event of DefaultDefault occurs and is continuing, (ii) if the Manager shall be in the subject of a Bankruptcy Action or become insolvent, (iii) a material default occurs under the Management Agreement beyond any applicable notice grace and cure period periods, or there is otherwise cause to terminate the Management Agreement (including as a result of any but not limited to fraud, gross negligence, fraud, willful misconduct or misappropriation of funds), ) or (iiiiv) if fifty percent (50%) or more of the direct or indirect ownership interest in Manager shall become insolvent has changed or a debtor Control of Manager has changed, in any bankruptcy or insolvency proceedingeach event from what it was on the Closing Date, then Lender shall have Borrower shall, at the right to require Borrower to request of Lender, terminate the Management Agreement and replace the Manager and enter into with a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender on terms and conditions satisfactory to Lender; provided, it being understood and agreed that the management fee for such approval replacement manager shall not exceed then prevailing market rates (and in any event shall not exceed three percent (3%) of Gross Income from Operations per annum, for the applicable Property from time to time). (d) All Material Agreements shall be conditioned upon Borrower delivering a Rating Agency Confirmation as subject to such property manager. If Borrower fails the prior review and approval, not to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days be unreasonably withheld, of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y).

Operation of Property. (a) Borrower shall (i) cause the Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any material default under the Management Agreement of which it is aware; provided, however, that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default under the Management Agreement does not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of Lender in such Properties, aware and (iv) promptly enforce the performance and observance of all of the covenants required to be performed and observed by the Manager under the Management Agreement in a commercially reasonable manner. 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 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 performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y).

Operation of Property. (a) Borrower shall cause each Property to either be (i) self-managed by the applicable Master Tenant, the applicable Lineage Subtenant or one or more other Affiliates of Borrower, (ii) managed by a Tenant under its Lease or (iii) managed by an Approved Property Manager engaged by the applicable Master Tenant (or in the case of the ▇▇▇▇▇▇▇▇ Property, by the Borrower) pursuant to an Approved Management Agreement. Borrower shall, and shall cause the Manager to manage applicable Master Tenant (or Approved Property Manager, as applicable) to, cause the Properties (other than the ▇▇▇▇▇▇▇▇ Property) to be operated, in all material respects, in accordance with the Management Agreementapplicable Master Lease. (b) Borrower shall, and shall cause each Master Tenant to: (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iiii) promptly notify Lender of any default under the Management Agreement of which it is aware; provided, however, that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default under the Management Agreement does not exceed $50,000 and (B) Borrower determinesperform and/or observe, in good faithall material respects, that such default will not adversely affect the management of any of the Properties or the interests of Lender in such Properties, and (iv) promptly enforce the performance and observance of all of the covenants and agreements required to be performed and observed by the Manager it under the Management Agreement applicable Master Lease and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the applicable Master Lease of which it is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the applicable Master Lease; and (iv) enforce the performance and observance, in all material respects, of all of the covenants and agreements required to be performed and/or observed under the applicable Master Lease in a commercially reasonable manner. (c) If a Property is not self-managed or managed by a Tenant under its Lease as set forth in clauses (i) and (ii) Section 5.1.22(a), such Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. If All management fees payable under any Approved Management Agreement shall be subordinate to the Debt. Borrower may from time to time replace an existing Approved Property Manager (or permit a Master Tenant to replace an existing Approved Property Manager) or appoint an Approved Property Manager with respect to a Property that is then self-managed or managed by a Tenant pursuant to its Lease (or permit any Master Tenant to appoint a Property Manager with respect to a Property that is then self-managed or managed by a Tenant pursuant to its Lease) pursuant to an Approved Management Agreement, provided that (i) no Event of Default is continuing, (ii) Lender receives at least 30 days’ prior written notice of same, and (iii) such manager shall execute and deliver to Lender for ▇▇▇▇▇▇’s benefit a Subordination of Management Agreement in form and substance substantially similar to the Subordination of Management Agreement executed in connection with the ▇▇▇▇▇▇▇▇ Property or otherwise reasonably satisfactory to Lender. The per annum fees of the Approved Property Manager (including any incentive fees) shall not, at any time, exceed 3% of gross revenues (as defined in the applicable Approved Management Agreement) of the applicable Individual Property. (d) Borrower shall default cause (or cause the applicable Master Tenant to cause) each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authorities. (e) Borrower shall notify Lender in the performance or observance writing of any material termdefault of Borrower, covenant any Master Tenant 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 any Approved Property Manager under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Approved Management Agreement, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, but shall be under no obligationafter reasonable notice to Borrower and in accordance with the Subordination of Management Agreement, 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 cure defaults of Borrower to be performed or observed. In no event shall the management fee payable to the Manager for Master Tenant under any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Approved Management Agreement. For Any out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the avoidance of doubt, for purposes of this Agreement, management fees Indebtedness and shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s businessdue from Borrower upon demand by ▇▇▇▇▇▇. (bA) If any one Master Tenant or more of the following events occurs: (i) during the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Borrower is entitled to terminate any Approved Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligencethe acts or omissions of the Approved Property Manager thereunder, fraudthen, willful misconduct provided no Event of Default is continuing, Lender and Borrower shall discuss in good faith whether to so terminate such Approved Management Agreement (or misappropriation of fundscause the applicable Master Tenant to terminate such Approved Management Agreement), and if such Approved Management Agreement is terminated, Borrower shall be permitted to either (x) engage a replacement Approved Property Manager selected by ▇▇▇▇▇▇▇▇ and approved by Lender or (iiiy) elect to self-manage such Property (either itself or through an Affiliate), in each case in accordance with this Section 5.1.22; or (B) if Borrower is entitled to terminate the Approved Management Agreement as a result of the acts or omissions of the Approved Property Manager shall become insolvent thereunder and if an Event of Default is continuing or a debtor in any bankruptcy foreclosure, conveyance-in-lieu of foreclosure or insolvency proceedingother similar transaction has occurred, then Lender shall have the right to require (i) direct Borrower to replace terminate, or cause the Manager termination of, such Approved Management Agreement, and enter into a Replacement Borrower shall terminate, or cause the termination of, such Approved Management Agreement with within 30 days following the date of such direction from Lender and (ii) engage a replacement Approved Property Manager selected by Lender to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement for such Property. In the event that the Approved Management Agreement is scheduled to expire (after accounting for all available renewals thereof) at any time during the term of the Loan, Borrower shall submit to Lender by no later than 60 days prior to such expiration either (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower draft replacement management agreement for approval in accordance with the terms and conditions hereof or (y) another property manager chosen by notice of Borrower’s intention to self-manage such Property (either itself or through an Affiliate). With respect to any Property that is subject to a Master Lease, Borrower and approved by Lender; provided, shall cause such Master Tenant to use commercially reasonable efforts to include language in any management agreement for any such Property providing that such approval management agreement shall be conditioned automatically terminate upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso termination of the foregoing clause (y)related Master Lease as the result of the exercise by Lender of any remedies pursuant to the Loan Documents.

Operation of Property. (a) Borrower shall (i) cause the Manager Property to manage the Properties be operated, in all material respects, in accordance with the Management Agreement or Replacement Management Agreement, as applicable. In the event that the Management Agreement expires or is terminated (ii) diligently perform and observe all without limiting any obligation of the terms, covenants and conditions Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement on in accordance with the part terms and provisions of this Agreement), Borrower shall promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. (b) Borrower shall: (i) promptly perform and/or observe in all material respects all of the covenants and agreements required to be performed and observedobserved by it under the Management Agreement (including, without limitation, paying the Special Incentive Fee (iiias such term is defined in the Management Agreement) as and when the same is due and payable) and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Management Agreement of which it is aware; provided, however, that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, material notice and material report received by it under the Management Agreement does not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of Lender in such Properties, Agreement; and (iv) promptly enforce the performance and observance of all of the covenants and agreements required to be performed and and/or observed by the Manager under the Management Agreement Agreement, in a commercially reasonable manner. 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 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 performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (bc) If any one or more of the following events occurs: (i) during the continuance of an Event of DefaultDefault occurs and is continuing, (ii) if the Manager shall be in the subject of a Bankruptcy Action or become insolvent, (iii) a material default occurs under the Management Agreement beyond any applicable notice grace and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds)periods, or (iiiiv) if fifty percent (50%) or more of the direct or indirect ownership interest in Manager shall become insolvent or a debtor has changed and Control of Manager has changed, in any bankruptcy or insolvency proceedingeach event from what it was on the Closing Date, then Lender shall have Borrower shall, at the right to require Borrower to request of Lender, terminate the Management Agreement and replace the Manager with a manager approved by Lender on terms and enter into a Replacement Management Agreement with conditions satisfactory to Lender, it being understood and agreed that (x) a Qualified Manager selected by Borrower that is the management fee for such replacement manager shall not an Affiliate exceed the then prevailing market rates (and in any event shall not exceed three percent (3%) of Borrower or Gross Income from Operations per annum, from time to time), and (y) another property manager chosen by Borrower and approved by Lender; provided, that Lender shall not be liable for or obligated to pay any termination fee or other penalty in connection with such approval termination. (d) All Material Agreements shall be conditioned upon Borrower delivering a Rating Agency Confirmation as subject to such property manager. If Borrower fails the prior review and approval, not to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days be unreasonably withheld, of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y).

Operation of Property. (a) Borrower shall (i) cause the Manager Property to manage the Properties be operated, in all material respects, in accordance with the Management Agreement or Replacement Management Agreement, as applicable and the Sub-Management Agreement or Replacement Sub-Management Agreement, as applicable. In the event that the Management Agreement expires or is terminated (ii) diligently perform and observe all without limiting any obligation of the terms, covenants and conditions Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement on in accordance with the part terms and provisions of this Agreement), Borrower shall promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. In the event that the Sub-Management Agreement expires or is terminated, Borrower shall either enter into a Replacement Sub-Management Agreement with Sub-Manager or another Qualified Sub-Manager or not enter into any other agreement with respect to management of the Property, other than the Management Agreement. (b) Borrower shall: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any material default under the Management Agreement of which it is aware; provided, however, that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Management Agreement does (which is not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect covered by the management financial reporting requirements of any of the Properties or the interests of Lender in such Properties, Section 5.1.11); and (iv) promptly enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by Manager under the Management Agreement, in a commercially reasonable manner. (c) Borrower shall, or shall cause Manager, to: (i) promptly perform and/or observe in all material respects all of the covenants and agreements required to be performed and observed by the Borrower or Manager under the Sub-Management Agreement and do all things necessary to preserve and to keep unimpaired their material rights thereunder; (ii) promptly notify Lender of any material default under the Sub-Management Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it or Manager under the Sub-Management Agreement (which is not covered by the financial reporting requirements of Section 5.1.11); and (iv) enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by Sub-Manager under the Sub-Management Agreement, in a commercially reasonable manner. 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 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 performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y).

Operation of Property. Borrower shall not (a) Borrower shall without the prior consent of Lender amend or modify any of the terms of the Management Agreement if such amendment or modification would (i) cause the Management Agreement to contain such terms or provisions which are not commercially reasonable, or (ii) cause any Default under any of the Loan Documents, (b) terminate the existing Management Agreement or otherwise replace the Manager, unless (i) the Person chosen by Borrower as the replacement Manager to manage the Properties in accordance with the Management Agreementis a Qualifying Manager, (ii) diligently perform Borrower delivers to Lender an acceptable non-consolidation opinion covering such replacement Manager if such Person (A) is not covered by the Insolvency Opinion or an Additional Insolvency Opinion, and observe all (B) is an Affiliate of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observedBorrower, (iii) promptly notify the terms and provisions of such replacement management agreement have been approved by Lender of any default under the Management Agreement of (which it is aware; approval shall not be unreasonably withheld or delayed and provided, however, that no Lender’s approval shall not be required for a new management agreement between the Manager and Borrower so long as such notice agreement is required pursuant to this clause (iii) if (A) the loss or damage from such default under the Management Agreement does not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of Lender in such Propertieson commercially reasonable terms), and (iv) promptly enforce such new manager, if any, enters into an Assignment of Management Agreement substantially in the performance and observance of all form of the covenants Assignment of Management Agreement delivered by Manager to Lender on the date thereof. Notwithstanding that Lender’s consent may not be required to be performed an amendment or modification or replacement of the Management Agreement as set forth above, Borrower shall (x) deliver to Lender any amendment or modification of any of the material terms of the Management Agreement and observed by (y) if such amendment or modification affects the Manager amount of the Management Fee, certify that the Management Fee payable under the Management Agreement in a commercially reasonable manner. If Borrower shall default in as modified is (1) if such amendment or modification occurs during the performance period that TRG or observance of any material term, covenant or condition an Affiliate thereof is the manager of the Management Agreement on the part of Borrower to be performed or observedProperty, 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 and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall not greater than the management fee payable to amount which is consistent with TRG’s or its Affiliates’ standard property management fees and practices, and (2) if such amendment or modification occurs during any period in which TRG or an Affiliate thereof is not the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination manager of the Management Agreement. For Property, not greater than a management fee which is commercially reasonable for the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s businessProperty. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y).

Operation of Property. (a) Borrower shall not, without Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld) and except with respect to an Individual Property in connection with the release of such Individual Property in accordance with this Agreement: (i) cause the Manager to manage the Properties in accordance with surrender, terminate or cancel the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware; provided, howeverthat Borrower may, that no such notice is required pursuant to this clause (iii) if without Administrative Agent’s consent, replace the Manager so long as (A) the loss or damage from such default under the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement does (provided that, in the event that such Qualified Manager is an Affiliate of Borrower or Guarantor, at the written request of Administrative Agent, Borrower shall deliver an acceptable Additional Insolvency Opinion covering such Qualified Manager if such Qualified Manager was not exceed $50,000 and covered by the Insolvency Opinion) or (B) Borrower determines, in good faith, the proposed replacement manager is a Person that such default will not adversely affect is under common Control with Existing Manager; (ii) reduce or consent to the management reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any of the Properties or the interests of Lender in such Properties, and (iv) promptly enforce the performance and observance of all of the covenants required to be performed and observed by the Manager charges under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance manner that would reasonably be expected to have an Individual Material Adverse Effect, (iv) otherwise modify, change, supplement, alter or observance amend, or waive or release any of any material termits rights and remedies under, covenant or condition of the Management Agreement on in a manner that would reasonably be expected to have an Individual Material Adverse Effect or (v) enter into an agreement or amendment that provides that the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies base management fee 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 exceeds, with respect to each Individual Property, the part greater of Borrower to be performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate three and one-half percent (3.5%) of Borrower the Gross Income from Operations attributable to such Individual Property or (y) another property manager chosen the Individual Management Fee Cap. Notwithstanding anything to the contrary contained in the Loan Documents if (A) elected by Borrower ▇▇▇▇▇▇▇▇ (and approved subject to ▇▇▇▇▇▇▇▇’s right to revoke or rescind such election by Lender; providednotice to Administrative Agent) and (B) the Capped Actual Management Fee Condition shall have been satisfied, that such approval base management fee shall be conditioned upon subject to the Affiliate Management Fee Subordination Condition. In no instance shall Borrower delivering pass-through any management fees to any Tenant in excess of the amount permitted under the related Lease. Notwithstanding anything to the contrary contained in the Loan Documents, Borrower may, without consent of Administrative Agent, modify, change, supplement, alter, amend or grant a Rating Agency Confirmation as waiver under a Management Agreement to the extent the Management Agreement after giving effect to such property manager. If Borrower fails to select a new Qualified Manager modification, change, supplement, alteration, amendment, waiver, or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into modification, as applicable, would qualify as a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y)Agreement.

Operation of Property. (a) Borrower shall (i) cause the Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware; provided, however, that that, no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default under the Management Agreement does not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of the Lender in such Properties, Properties and (iv) promptly enforce the performance and observance of all of the covenants required to be performed and observed by the Manager under the Management Agreement in a commercially reasonable manner. 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 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 performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y).

Operation of Property. (a) Borrower shall (i) cause the Manager Property to manage the Properties be operated, in all material respects, in accordance with the Management Agreement or Replacement Management Agreement, as applicable. In the event that the Management Agreement expires or is terminated (ii) diligently perform and observe all without limiting any obligation of the terms, covenants and conditions Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement on in accordance with the part terms and provisions of this Agreement), Borrower shall promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. (b) Borrower shall: (i) promptly perform and/or observe in all material respects all of the material covenants and agreements required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any material default under the Management Agreement of which it is awareBorrower has knowledge; provided, however, that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Management Agreement does not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of Lender in such Properties, Agreement; and (iv) promptly enforce the performance and observance of all of the material covenants and agreements required to be performed and and/or observed by the Manager under the Management Agreement Agreement, in a commercially reasonable manner. . (c) If Borrower (i) an Event of Default occurs and is continuing, (ii) the Manager shall be the subject of a Bankruptcy Action or become insolvent, (iii) a material 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 this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or occurs 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 performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement which continues beyond any applicable notice grace and cure period (including as a result periods, which shall include but not be limited to commission by Manager or Borrower of any fraud, gross negligence, fraud, willful misconduct or misappropriation of funds), or (iiiiv) if fifty percent (50%) or more of the direct or indirect ownership interest in Manager shall become insolvent has changed or a debtor in any bankruptcy or insolvency proceedingControl of Manager has changed, then Lender shall have in each case Borrower shall, at the right to require Borrower to request of Lender, terminate the Management Agreement and replace the Manager and enter into with a Replacement Management Agreement with (x) manager reasonably approved by Lender or a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then in each case on terms and conditions reasonably satisfactory to Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions otherwise substantially similar to those set forth in proviso the Management Agreement approved by Lender on the Closing Date, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates (and in any event shall not exceed three percent (3.0%) of the foregoing clause (yGross Income from Operations per annum, from time to time). (d) All Material Agreements shall be subject to the prior review and approval, not to be unreasonably withheld, of Lender.

Operation of Property. (a) Borrower shall (i) cause the Manager Master Lessee to manage cause the Properties Property to be operated, in all material respects, in accordance with the Management Agreement (or Replacement Management Agreement, as applicable) and the Franchise Agreement (ii) diligently perform and observe all or Replacement Franchise Agreement, as applicable). In the event that the Management Agreement expires or is terminated (without limiting any obligation of the terms, covenants and conditions Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement on in accordance with the part terms and provisions of this Agreement), Borrower shall promptly cause Master Lessee to enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. In the event that the Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall promptly cause Master Lessee to enter into a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable. (b) Borrower shall cause Master Lessee to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed, observed by it under the Management Agreement and the Franchise Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any material default under the Management Agreement or the Franchise Agreement of which it is aware; provided, however, that no such notice is required pursuant to this clause (iii) if upon request by Lender, promptly deliver to Lender a copy of each of the following received by Borrower under the Management Agreement: (A) the loss completed financial statement, business plan, capital expenditures plan or damage from such default under report required to be delivered to Borrower by Manager pursuant to the Management Agreement does not exceed $50,000 and Agreement, (B) notice of default, or (C) estimate delivered to Borrower determines, for its approval with respect to the contemplated expenditure of an amount in good faith, that such default will not adversely affect the management excess of any of the Properties or the interests of Lender in such Properties, $25,000; and (iv) promptly enforce enforce, in a commercially reasonable manner, the performance and observance observance, of all of the covenants and agreements required to be performed and and/or observed by the Manager under the Management Agreement in a commercially reasonable manner. 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 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 performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y).

Operation of Property. (a) Each Individual Borrower and the corresponding Individual Operating Lessee shall (iand shall, if necessary, exercise its rights under the applicable Management Agreement to cause the applicable Manager to) cause the Manager applicable Individual Property to manage the Properties be operated, in all material respects, in accordance with the applicable Management Agreement (or Replacement Management Agreement, as applicable) and in accordance with all applicable Legal Requirements. In the event that a Management Agreement expires or is terminated (iiwithout limiting any obligation of Borrower or Operating Lessee to obtain Lender’s consent to any termination or modification of any Management Agreement in accordance with the terms and provisions of this Agreement), the applicable Individual Borrower or Individual Operating Lessee shall promptly enter into a Replacement Management Agreement with the applicable Manager or another Qualified Manager. (b) diligently Each Individual Borrower and each Individual Operating Lessee, as applicable, shall: (i) promptly perform and observe and/or observe, in all material respects, all of the terms, covenants and conditions of the Management Agreement on the part of Borrower agreements required to be performed and observedobserved by it under any Management Agreement to which it is a party and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly after they become aware, notify Lender of any material default under any such Management Agreement; (iii) promptly notify deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, any default material written notice, material written report and material written estimate received by it under the any such Management Agreement of which it is awareAgreement; provided, however, that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default under the Management Agreement does not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of Lender in such Properties, and (iv) promptly enforce the performance and observance of all of the covenants and agreements required to be performed and and/or observed by the applicable Manager under the any such Management Agreement Agreement, in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the . (c) Any Replacement Management Agreement on the part of 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, with a Qualified Manager and shall include rights 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 performed utilize such Qualified Manager’s (or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, its Affiliate’s) intellectual property for purposes of this Agreementbranding the Property unless the applicable Individual Borrower or Individual Operating Lessee enters into a franchise agreement reasonably acceptable to Lender on third-party market rate terms with a Qualified Manager. No Individual Borrower or Individual Operating Lessee shall permit the applicable Manager or any Affiliate of HWHI to rebrand the applicable Individual Property to a lower category based on the annual chain scale published by ▇▇▇▇▇ Travel Reports without the consent of Lender, management fees which consent shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s businessunreasonably withheld, conditioned or delayed. At no time shall any Individual Property be operated as an unbranded hotel. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y).

Operation of Property. (a) Borrower shall (i) cause the Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware; provided, however, that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default under the Management Agreement does not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of Lender in such Properties, aware and (iv) promptly enforce the performance and observance of all of the covenants required to be performed and observed by the Manager under the Management Agreement in a commercially reasonable manner. 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 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 performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y).

Operation of Property. (a) Borrower shall (i) cause the Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender the Administrative Agent of any material default under the Management Agreement of which it is aware; provided, however, provided that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default (to the extent not cured by the Manager) under the Management Agreement does not exceed $50,000 in the aggregate as of any date of determination and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of Lender the Administrative Agent or the Lenders in such Properties, and (iv) promptly enforce the performance and observance of all of the covenants required to be performed and observed by the Manager under the Management Agreement in a commercially reasonable manner. 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 Administrative Agent’s or any 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 the Administrative Agent 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 performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to the Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), ) or (iii) if the Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall the Administrative Agent shall, with the consent of the Majority Lenders, have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that that, if an Event of Default is continuing, is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property managerthe Administrative Agent. If Borrower fails to select a new Qualified Manager or a replacement Manager manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of LenderAdministrative Agent’s demand to replace the Manager, then Lender Administrative Agent may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y). (c) The Borrower shall use commercially reasonable efforts to transfer property management with respect to all of the Properties from Main Street Renewal LLC to HavenBrook Homes, LLC by June 1, 2019.

Operation of Property. (a) Borrower shall (i) cause not, without the Manager prior consent of Lender, which consent shall not be unreasonably withheld or delayed, amend, modify, terminate or extend, or consent to manage an assignment of Franchisor's or Consultant's rights under, any Franchise Agreement or Consulting Agreement relating to the Properties in accordance Property or otherwise replace Franchisor or Consultant of the Property or enter into any other management or franchise agreements with respect to the Management Property. Notwithstanding the foregoing, if the Franchise Agreement shall expire or be terminated, other than any termination by Borrower or on account of Borrower's default thereunder, Borrower shall enter into a new Franchise Agreement, (ii) diligently perform in form and observe substance reasonably satisfactory to Lender. During any Franchise Restricted Period, all of Excess Property Income for the terms, covenants and conditions of the Management Agreement on the part of Borrower to Property shall be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware; provided, however, that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default under the Management Agreement does not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of Lender in such Properties, and (iv) promptly enforce the performance and observance of all of the covenants required to be performed and observed by the Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default deposited in the performance or observance Central Account and allocated as provided in Section 2.7.3(g), provided that if a Franchise Restricted Period and a DSCR Restricted Period shall both be in effect with respect to any period of any material termtime, covenant or condition such period will be deemed a DSCR Restricted Period for the purposes of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documentsand if a Franchise Restricted Period and an Operative Period shall both be in effect with respect to any period of time, and without waiving or releasing Borrower from any such period of its obligations hereunder or under the Management Agreement, Lender shall have the right, but time shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all deemed an Operative Period for the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement. A "Franchise Restricted Period" shall mean any period of time during which the Franchise Agreement shall have been expired or been terminated, management fees other than a termination by Borrower or on account of Borrower's default thereunder, and shall not have been replaced by a new Franchise Agreement pursuant to this subsection. It shall be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, Default hereunder if any Franchise Restricted Period shall continue for more than ninety (ii90) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y)days.

Operation of Property. (a) Borrower shall (i) cause the Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware; provided, however, that that, no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default under the Management Agreement does not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of Lender in such Properties, Properties and (iv) promptly enforce the performance and observance of all of the covenants required to be performed and observed by the Manager under the Management Agreement in a commercially reasonable manner. 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 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 performed or observed. In Except to the extent payable in accordance with Section 2.7.2(j), in no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y).

Operation of Property. (a) Borrower shall cause each Individual Property to be operated, in all material respects, in accordance with the applicable Management Agreement (or Replacement Management Agreement) as applicable. If the applicable 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. Notwithstanding the foregoing or anything to the contrary in this Agreement or the other Loan Documents, (i) Lender acknowledges that each Individual Property is subject to a sub-management agreement between an Affiliated Manager and a third party property manager as of the Closing Date, and (ii) if any such sub-management agreement expires or is terminated, then at Borrower’s option (and without notice to or consent from Lender) (A) Borrower may cause the Affiliated Manager to enter into a replacement sub-management agreement with any of the third party property managers that are listed in the last sentence of the definition of “Qualified Manager”, or (B) Borrower may cause an Affiliated Manager to manage the Properties applicable Property pursuant to the applicable Management Agreement with such Affiliated Manager (and neither Borrower nor such Affiliated Manager shall be required to enter into a Replacement Management Agreement for such terminated or expired sub-management agreement). (b) Borrower shall: (i) promptly perform or observe, in accordance with the Management Agreementall material respects, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower agreements required to be performed and observed, observed by it under each Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any material default (after the expiration of notice and cure periods) under the each Management Agreement of which it is awarehas knowledge; provided, however, that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default upon request of Lender, promptly deliver to Lender a copy of each business plan and capital expenditures plan received by it under the a Management Agreement does (to the extent such information is not exceed $50,000 and (B) duplicative of materials provided by Borrower determines, in good faith, that such default will not adversely affect the management of any to Lender under other provisions of the Properties or the interests of Lender in such Properties, Loan Documents); and (iv) promptly enforce the performance and observance of all of the covenants and agreements required to be performed and or observed by the applicable Manager under the related Management Agreement Agreement, in a commercially reasonable manner. 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 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 performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y).

Operation of Property. (a) Borrower shall (i) either self-manage the Property or, if a Manager exists, Borrower shall cause the Manager Property to manage the Properties be operated, in all material respects, in accordance with the Management Agreement (or Replacement Management Agreement, ) as applicable. In the event that the Management Agreement expires or is terminated (ii) diligently perform and observe all without limiting any obligation of the terms, covenants and conditions Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement on in accordance with the part terms and provisions of this Agreement) and the Property is not then self-managed, Borrower shall promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. (b) Borrower shall either self-manage the Property or, if a Manager exists, Borrower shall: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any material default under the Management Agreement of which it is aware; provided, however, that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Management Agreement does not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of Lender in such Properties, Agreement; and (iv) promptly enforce the performance and observance of all of the covenants and agreements required to be performed and and/or observed by the Manager under the Management Agreement in a commercially reasonable manner. . (c) If the Property is not self-managed by ▇▇▇▇▇▇▇▇, Borrower shall default shall, from time to time, but no more than two (2) times in any calendar year unless an Event of Default has occurred and is continuing or in connection with a Securitization, use commercially reasonable efforts to obtain from Manager under the performance or observance Management Agreement such certificates of any material term, covenant or condition estoppel with respect to compliance by Borrower with the terms of the Management Agreement on the part of 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 and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s businessrequested by ▇▇▇▇▇▇. (bd) If any one or more of Borrower is self-managing the following events occurs: Property and (i) during the continuance of an Event of DefaultDefault occurs and is continuing and Lender accelerates the Loan, or (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, Borrower commits fraud, willful misconduct misconduct, gross negligence or misappropriation engages in other acts that constitute “bad acts”, Borrower shall, at the request of funds)Lender, or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have terminate Borrower’s self-management of the right to require Borrower to replace the Manager Property and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y).

Operation of Property. (a) Borrower shall (i) cause Mortgage Borrower to operate the Manager to manage the Properties Property, in all material respects, in accordance with the Management Agreement or Replacement Management Agreement, as applicable and the Sub-Management Agreement or Replacement Sub-Management Agreement, as applicable. In the event that the Management Agreement expires or is terminated (ii) diligently perform and observe all without limiting any obligation of the terms, covenants and conditions Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement on in accordance with the part terms and provisions of this Agreement), Borrower shall promptly cause Mortgage Borrower to enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. In the event that the Sub-Management Agreement expires or is terminated, Borrower shall cause Mortgage Borrower to either enter into a Replacement Sub-Management Agreement with Sub-Manager or another Qualified Sub-Manager or not enter into any other agreement with respect to management of the Property, other than the Management Agreement. (b) Borrower shall: (i) cause Mortgage Borrower to promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any material default under the Management Agreement of which it is aware; provided, however, that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Management Agreement does (which is not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect covered by the management financial reporting requirements of any of the Properties or the interests of Lender in such Properties, Section 5.1.11); and (iv) promptly cause Mortgage Borrower to enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by Manager under the Management Agreement, in a commercially reasonable manner. (c) Borrower shall cause Mortgage Borrower or Manager, to: (i) promptly perform and/or observe in all material respects all of the covenants and agreements required to be performed and observed by the Mortgage Borrower or Manager under the Sub-Management Agreement and do all things necessary to preserve and to keep unimpaired their material rights thereunder; (ii) promptly notify Lender of any material default under the Sub-Management Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by Mortgage Borrower, Manager or Sub-Manager under the Sub-Management Agreement (which is not covered by the financial reporting requirements of Section 5.1.11); and (iv) enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by Mortgage Borrower, Manager or Sub-Manager under the Sub-Management Agreement, in a commercially reasonable manner. 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 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 performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y).

Operation of Property. Borrower and Lender acknowledge and agreed that no Property Management Agreement is in effect as of the Closing Date. On ten (10) Business Days’ prior written notice to Borrower, Lender may require Borrower, at Borrower’s sole cost and expense, to enter into a Management Agreement with an Affiliate of Borrower, on such commercially reasonable terms and conditions as shall be reasonably satisfactory to Lender, and Borrower shall cooperate with Lender with respect thereto, including, without limitation, executing and delivering to Lender an Assignment and Subordination of Management Agreement and, to the extent required by Lender, creating a new entity to serve as such Affiliated Manager. During the continuance of any period during which a Management Agreement (or Replacement Management Agreement) is in effect: (a) Borrower shall (i) cause the Manager Property to manage the Properties be operated, in all material respects, in accordance with the Management Agreement (or Replacement Management Agreement, ) as applicable. In the event that the Management Agreement expires or is terminated (ii) diligently perform and observe all without limiting any obligation of the terms, covenants and conditions Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement on in accordance with the part terms and provisions of this Agreement), Borrower shall, commensurately with such expiration or termination, enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. (b) Borrower shall: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any material default under the Management Agreement of which it is aware; provided, however, that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Management Agreement does not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of Lender in such Properties, Agreement; and (iv) promptly enforce the performance and observance of all of the covenants and agreements required to be performed and and/or observed by the Manager under the Management Agreement Agreement, in a commercially reasonable manner. If . (c) Borrower shall default in not, without Lender’s prior consent (which consent shall not be unreasonably withheld): (i) surrender, terminate or cancel the performance Management Agreement; provided, that Borrower may replace the Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement; (ii) reduce or observance consent to the reduction of any material term, covenant or condition the term of the Management Agreement on Agreement; (iii) increase or consent to the part increase of 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 amount of any of its obligations hereunder or charges under the Management Agreement; or (iv) otherwise modify, Lender shall have the rightchange, but shall be under no obligationsupplement, to pay alter or amend, or waive or release any sums of its rights and to perform any act as may be appropriate to cause all the material termsremedies under, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the management fee payable to the Manager for in any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s businessmaterial respect. (bd) If any one or more of Following the following events occurs: (i) occurrence and during the continuance of an Event of Default, (ii) if the Manager Borrower shall be in material default not exercise any rights, make any decisions, grant any approvals or otherwise take any action under the Management Agreement beyond without the prior consent of Lender, which consent may be withheld in Lender’s sole discretion. (e) Borrower shall not commit or suffer any applicable notice and cure period (including as a result waste of the Property or make any change in the use of the Property which will in any way materially increase the risk of fire or other hazard arising out of the operation of the Property, or take any action that might invalidate or give cause for cancellation of any gross negligence, fraud, willful misconduct or misappropriation of funds)Policy, or (iii) if Manager shall become insolvent do or a debtor permit to be done thereon anything that may in any bankruptcy way impair the value of the Property or insolvency proceedingthe security for the Loan. Borrower will not, then Lender shall have without the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days prior written consent of Lender’s demand to replace , permit any drilling or exploration for or extraction, removal, or production of any minerals from the Manager, then Lender may choose surface or the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso subsurface of the foregoing clause (y)Property, regardless of the depth thereof or the method of mining or extraction thereof.

Operation of Property. (a) Borrower shall (i) cause not, without the Manager prior consent of Lender, which consent shall not be unreasonably withheld or delayed, amend, modify, terminate or extend, or consent to manage an assignment of Franchisor's or Consultant's rights under, any Franchise Agreement or Consulting Agreement relating to the Properties in accordance Property or otherwise replace Franchisor or Consultant of the Property or enter into any other management or franchise agreements with respect to the Management Property. Notwithstanding the foregoing, if the Franchise Agreement shall expire or be terminated, other than any termination by Borrower or on account of Borrower's default thereunder, Borrower shall enter into a new Franchise Agreement, (ii) diligently perform in form and observe substance reasonably satisfactory to Lender. During any Franchise Restricted Period, all of Excess Property Income for the terms, covenants and conditions of the Management Agreement on the part of Borrower to Property shall be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware; provided, however, that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default under the Management Agreement does not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of Lender in such Properties, and (iv) promptly enforce the performance and observance of all of the covenants required to be performed and observed by the Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default deposited in the performance or observance Central Account and allocated as provided in Section 2.6.3(g), provided that if a Franchise Restricted Period and a DSCR Restricted Period shall both be in effect with respect to any period of any material termtime, covenant or condition such period will be deemed a DSCR Restricted Period for the purposes of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documentsand if a Franchise Restricted Period and an Operative Period shall both be in effect with respect to any period of time, and without waiving or releasing Borrower from any such period of its obligations hereunder or under the Management Agreement, Lender shall have the right, but time shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all deemed an Operative Period for the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement. A "Franchise Restricted Period" shall mean any period of time during which the Franchise Agreement shall have been expired or been terminated, management fees other than a termination by Borrower or on account of Borrower's default thereunder, and shall not have been replaced by a new Franchise Agreement pursuant to this subsection. It shall be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, Default hereunder if any Franchise Restricted Period shall continue for more than ninety (ii90) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y)days.

Operation of Property. 95- (a) No later than the date that is thirty (30) days prior to the anticipated Completion of the Project, Borrower shall deliver to Lender a fully executed Management Agreement with the Manager, together with the Assignment of Management Agreement. Borrower shall be responsible for all of the reasonable out-of-pocket costs and expenses (iincluding reasonable out-of-pocket legal fees and expenses) incurred by Lender in connection with L▇▇▇▇▇’s review of the Management Agreement and the Assignment of Management Agreement. (b) From and after the date that B▇▇▇▇▇▇▇ enters into the Management Agreement, Borrower shall cause the Manager Property to manage the Properties be operated, in all material respects, in accordance with the Management Agreement or Replacement Management Agreement, as applicable. In the event that the Management Agreement expires or is terminated (ii) diligently perform and observe all without limiting any obligation of the terms, covenants and conditions Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement on in accordance with the part terms and provisions of this Agreement), Borrower shall, commensurately with such expiration or termination, enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. B▇▇▇▇▇▇▇ hereby agrees that the fee paid to Manager in compensation for Manager’s services conducted in connection with the management of the Property shall not exceed three percent (3.0%) of Operating Income. (c) From and after the date that B▇▇▇▇▇▇▇ enters into the Management Agreement, Borrower shall: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed, observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any material default under the Management Agreement of which it is aware; provided, however, that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Management Agreement does not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of Lender in such Properties, Agreement; and (iv) promptly enforce the performance and observance of all of the covenants and agreements required to be performed and and/or observed by the Manager under the Management Agreement Agreement, in a commercially reasonable manner. If . (d) From and after the date that B▇▇▇▇▇▇▇ enters into the Management Agreement, Borrower shall default in not, without Lender’s prior consent (which consent shall not be unreasonably withheld): (i) surrender, terminate or cancel the performance Management Agreement; provided, that Borrower may replace the Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement; (ii) reduce or observance consent to the reduction of any material term, covenant or condition the term of the Management Agreement on Agreement; (iii) increase or consent to the part increase of 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 amount of any of its obligations hereunder or charges under the Management Agreement; or (iv) otherwise modify, Lender shall have the rightchange, but shall be under no obligationsupplement, to pay alter or amend, or waive or release any sums of its rights and to perform any act as may be appropriate to cause all the material termsremedies under, covenants and conditions of the Management Agreement on in any material respect. (e) From and after the part of Borrower to be performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of date that B▇▇▇▇▇▇▇ enters into the Management Agreement. For , and following the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions occurrence and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, Borrower shall not exercise any rights, 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 withheld in L▇▇▇▇▇’s sole discretion. If (i) a Trigger Period is continuing and the Manager is an Affiliate of the Borrower, (ii) if an Event of Default occurs and is continuing, (iii) the Manager shall be in become bankrupt or insolvent (or seek similar status under any Creditors’ Rights Law), (iv) a material default by Manager occurs under the Management Agreement beyond any applicable notice grace and cure period periods, or (including as a result of v) Manager commits any action constituting gross negligence, fraudmalfeasance or willful misconduct, willful misconduct or misappropriation Borrower shall, at the request of funds)L▇▇▇▇▇, or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have terminate the right to require Borrower to Management Agreement and replace the Manager and enter into with a Qualified Manager pursuant to a Replacement Management Agreement with Agreement. (xf) a Qualified Manager selected by Borrower that is shall not an Affiliate commit or suffer any intentional physical waste of Borrower the Property or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described make any change in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days use of the Property which will in any way materially increase the risk of fire or other hazard arising out of the operation of the Property, or take any action that might invalidate or give cause for cancellation of any Policy, or do or permit to be done thereon anything that may in any way impair the value of the Property or the security for the Loan. Borrower will not, without the prior written consent of Lender’s demand to replace , permit any drilling or exploration for or extraction, removal, or production of any minerals from the Manager, then Lender may choose surface or the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso subsurface of the foregoing clause (y)Property, regardless of the depth thereof or the method of mining or extraction thereof.

Operation of Property. (a) Borrower shall (i) cause ▇▇▇▇▇▇ Mortgage Borrower to operate the Manager to manage the Properties Properties, in all material respects, in accordance with the Management Agreements (or Replacement Management Agreements, as applicable). In the event that any Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Management Agreement in accordance with the terms and provisions of this Agreement), the applicable Individual Borrower shall promptly cause ▇▇▇▇▇▇ Mortgage Borrower to enter into a Replacement Management Agreement with Manager or Qualified Manager, as applicable. In the event that any Franchise Agreement expires or is terminated (iiwithout limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of any Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause ▇▇▇▇▇▇ Mortgage Borrower to promptly enter into a Replacement Franchise Agreement with Franchisor or Qualified Franchisor, as applicable. (b) diligently Borrower shall cause ▇▇▇▇▇▇ Mortgage Borrower to: (i) promptly perform and observe and/or observe, in all material respects, all of the terms, covenants and conditions of the Management Agreement on the part of Borrower agreements required to be performed and observed, observed by it under the Management Agreements and the Franchise Agreements and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iiiii) promptly notify Lender of any material default under the any Management Agreement or Franchise Agreement of which it is aware; provided, however, that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the any Management Agreement does not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of Lender in such Properties, Agreement; and (iv) promptly cause ▇▇▇▇▇▇ Mortgage Borrower to enforce the performance and observance of in all material respects of the covenants and agreements required to be performed and and/or observed by the Manager under the each Management Agreement Agreement, in a commercially reasonable manner. If . (c) Subject to the receipt of any required Lender approvals (provided that Borrower shall default have acted in good faith to obtain such approvals in a timely manner) and Unavoidable Delays, Borrower shall expend or cause ▇▇▇▇▇▇ Mortgage Borrower to expend for Capital Expenditures (exclusive of any Capital Expenditures financed with the proceeds of any Net Liquidation Proceeds After Debt Service or Required Repair Fund) not less than, with respect to all Properties in the performance aggregate, the Minimum Aggregate Cap Ex Amount on or observance of any material termprior to the Initial Maturity Date. In the event that neither Borrower nor ▇▇▇▇▇▇ Mortgage Borrower has expended such amount by the Initial Maturity Date, covenant then prior to or condition contemporaneously with the extension of the Management Agreement on term pursuant to Section 2.7, Borrower shall deposit with Lender cash or cash equivalents (including a Letter of Credit) in an amount equal to the part amount of such deficiency and upon such deposit, Borrower shall be deemed not to be performed or observed, then, without limiting Lender’s other rights or remedies under in default of this Agreement Section 5.1.22(c). The amount so deposited (or the other Loan Documentsproceeds of such Letter of Credit) shall constitute a Reserve Fund hereunder and, 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 performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with a Capital Expenditure (other than a Capital Expenditure financed with the Transfer proceeds of any Net Liquidation Proceeds After Debt Service or Required Repair Funds) during the applicable Extension Option shall be released to Borrower in accordance with and subject to the same terms and conditions applicable to disbursements from Table of Contents the Replacement Reserve Account set forth in Section 7.3.2 hereof. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 5.1.22(c), in the event of a release of an Individual Property or in accordance with ▇▇▇▇▇▇ Mortgage Loan Agreement, (i) the termination Minimum Aggregate Cap Ex Amount shall be reduced by an amount equal to the product of (A) the Management Agreement. For Minimum Aggregate Cap Ex Amount immediately prior to such release and (B) a ratio determined by dividing the avoidance Release Amount of doubt, such Individual Property by the aggregate Release Amount of all Properties (including such Individual Property) and (ii) the aggregate amount expended by ▇▇▇▇▇▇ Mortgage Borrower on Capital Expenditures relating to the Properties shall be calculated for purposes of this Agreement, management fees shall not be deemed Section 5.1.22(c) without regard to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require amounts expended by ▇▇▇▇▇▇ Mortgage Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as on Capital Expenditures relating to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y)released Individual Property.

Operation of Property. (a) Borrower shall (i) cause the Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify Lender of any default under the Management Agreement of which it is aware; provided, however, that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default under the Management Agreement does not exceed $50,000 and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of Lender in such Properties, and (iv) promptly enforce the performance and observance of all of the covenants required to be performed and observed by the Manager under the Management Agreement in a commercially reasonable manner. 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 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 performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be deemed to include leasing commissions and reimbursements of expenses paid to Manager in the ordinary course of Borrower’s business. (b) If any one or more of the following events occurs: (i) during the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds), or (iii) if Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided, that such approval shall be conditioned upon Borrower delivering a Rating Agency Confirmation as to such property manager. If Borrower fails to select a new Qualified Manager or a replacement Manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y).