DiamondRock Hospitality

Owner cannot terminate the management agreement at any time that Manager or its Affiliates are providing credit enhancement, guarantees, loans or other funding to the Owner or Hotel. This creates a structural lock-in that could impair Owner's ability to remove an underperforming manager while any Marriott financial obligations remain outstanding.

“Notwithstanding anything in this Agreement to the contrary, without the express written consent of Manager (which consent may be withheld in Manager's sole and absolute discretion), Owner covenants and agrees that it may not terminate this Agreement for any reason whatsoever (including, without limitation, any Event of Default caused by Manager) at any time that (i) Manager or any of its Affiliates are providing (or are obligated to provide) any credit enhancement, guarantee, loan or other funding (collectively, the 'Marriott Funding Obligations') to Owner, an Affiliate of Owner or a lender of Owner with respect to the Hotel”

Manager (Marriott Hotel Services) and its Related Parties may enter into Profit Transactions with the Hotel — purchasing, selling, leasing, or procuring goods and services at a profit — without Owner's prior approval, provided the transaction satisfies the Competitive Terms Standard. Manager is required to disclose these annually but may benefit economically from related-party dealings.

“A 'Profit Transaction' shall mean any transaction entered into or implemented by Manager or a Related Party involving the purchase, sale, lease or other procurement or provision of goods or services for or to the Hotel, which is structured for Manager or a Related Party to receive a direct economic benefit (including receipt of an equity interest) as a result of such transaction, other than through Management Fees, that is in excess of the costs of such transaction. Manager and the Related Parties may implement any Profit Transaction without Owner's approval, provided that (i) the Profit Transaction satisfies the Competitive Terms Standard, and (ii) Manager notifies Owner of such Profit Transaction as part of the Annual Profit Transactions Report.”