PROPERTY MANAGEMENT AGREEMENT BETWEEN HERE PM LLC AND HERE COLLECTION LLC - SERIES #9, A SERIES OF HERE COLLECTION LLC

(d)Notwithstanding any other provision of this Agreement to the contrary, the Property Manager shall not have the authority to:  

(i)acquire any asset or service for an amount equal to or greater than 1% of the value of the Series #9 Asset as of such date, individually, or 3% of the value of the Series #9 Asset as of such date, in the aggregate without the prior consent of the Managing Member of the Series;  

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(ii)sell, transfer, encumber or convey the Series #9 Asset, provided, however, that the Property Manager may deliver to the Managing Member of the Company any offers received by the Property Manager to purchase the Series #9 Asset and any research or analysis prepared by the Property Manager regarding the potential sale of the Series #9 Asset, including market analysis, survey results or information regarding any inquiries received and information regarding potential purchasers.  

4.Representations and Warranties.  Each party hereto represents and warrants that this Agreement has been duly authorized, executed and delivered by such party and constitutes the legal, valid and binding obligation of such party. 

(a)None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #9 Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.  

(b)To the fullest extent permitted by applicable law, the Series will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence.  If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated.   

(c)The Property Manager gives no warranty as to the performance or profitability of the Series #9 Asset or as to the performance of any third party engaged by the Property Manager hereunder.  

(d)The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Series or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.  

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(b)Except as set forth in Section 5, the Series will bear all expenses of the Series #9 Asset and shall reimburse the Property Manager for any such expenses paid by the Property Manager on behalf of the Series together with a reasonable rate of interest (a rate no less than the Applicable Federal Rate (as defined in the Internal Revenue Code)) as may be imposed by the Property Manager in its sole discretion (“Operating Expenses Reimbursement Obligation”); provided, however, that the Series shall not pay or reimburse the Property Manager for the ordinary overhead and administrative expenses of the Property Manager including, without limitation, all costs and expenses on account of rent, utilities, insurance, office supplies, office equipment, secretarial expenses, stationery, charges for furniture, fixtures and equipment, payroll taxes, travel, entertainment, salaries and bonuses, as well as costs related to ongoing property inspections, guest relations services, cleaning scheduling, inventory management, and vendor and repair scheduling, which in each case shall be borne by the Property Manager.  

(c)Each party will bear its own costs relating to the negotiation, preparation, execution and implementation of this Agreement.  

(a)The relationship between the Property Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Property Manager to accept responsibilities that are more extensive than those set forth in this Agreement.  

(b)The Property Manager’s services to the Series are not exclusive.  The Property Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company).  The Series acknowledges and agrees that the Property Manager may, without prior notice to the Series, give advice to such other clients.  The Property Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Property Manager’s advice to another client and nor will the Property Manager’s fees be abated as a result. 

10.Power of Attorney.  For so long as this Agreement is in effect, the Series constitutes and appoints the Property Manager, with full power of substitution, its true and lawful attorney-in-fact and in its name, place and stead to carry out the Property Manager’s obligations and responsibilities to the Series under this Agreement, solely with respect to the Series #9 Asset.  

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15.Definitions. Words and expressions which are used but not defined in this Agreement shall have the meanings given to them in the Operating Agreement.