Common use of Assignment Prohibition Clause in Contracts

Assignment Prohibition. This Agreement may not be assigned by the Advisor without the approval of the Board (including a majority of the Independent Directors); provided, however, that such approval shall not be required in the case of an assignment to a corporation, partnership, association, trust or organization which may take over the assets and carry on the affairs of the Advisor, provided: (i) that at the time of such assignment, such successor organization shall be owned substantially by an entity directly or indirectly controlled by the Sponsor and only if such entity has a net worth of at least $5,000,000, and (ii) that the board of directors of the Advisor shall deliver to the Board a statement in writing indicating the ownership structure and net worth of the successor organization and a certification from the new Advisor as to its net worth. Such an assignment shall bind the assignees hereunder in the same manner as the Advisor is bound by this Agreement. The Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the Board. This Agreement shall not be assigned by the Company without the consent of the Advisor, except in the case of an assignment by the Company to a corporation or other organization which is a successor to the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound by this Agreement.

Assignment Prohibition. This Agreement may not be assigned by the Advisor without the approval of a majority of the Board Directors (including a majority of the Independent Directors); provided, however, that such approval shall not be required in the case of an assignment to a corporation, partnership, association, trust or organization which may take over the assets and carry on the affairs of the Advisor, provided: (i) that at the time of such assignment, such successor organization shall be owned substantially by an entity directly the then partners of the Advisor or indirectly controlled by the Sponsor their Affiliates and only if such entity has a net worth of at least $5,000,000, and (ii) that the board of directors a general partner of the Advisor shall deliver to the Board Directors a statement in writing indicating the ownership structure and net worth of the successor organization and a certification from the new Advisor as to its net worth. Such an assignment shall bind the assignees hereunder in the same manner as the Advisor is bound by this Agreement. The Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the BoardDirectors. This Agreement shall not be assigned by the Company without the consent of the Advisor, except in the case of an assignment by the Company to a corporation or other organization which is a successor to the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound by this Agreement.

Assignment Prohibition. This Agreement may not be assigned by the Advisor without the approval of the Board (including a majority of the Independent Board of Directors); provided, however, that such approval shall not be required in the case of an assignment to a corporation, partnership, association, trust or organization which may take over the assets and carry on the affairs of the Advisor, provided: (i) provided that at the time of such assignment, such successor organization shall be owned substantially by the Advisor or its Affiliates and that an entity directly or indirectly controlled by the Sponsor and only if such entity has a net worth of at least $5,000,000, and (ii) that the board of directors officer of the Advisor shall deliver to the Board of Directors a statement in writing indicating the ownership structure and net worth of the successor organization and a certification from the new Advisor as to its net worthorganization. Such an assignment shall bind the assignees hereunder in the same manner as the Advisor is bound by this Agreement. The Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the Boardhereunder. This Agreement shall not be assigned by the Company without the consent of the Advisor, except in the case of an assignment by the Company to a corporation or other organization which is a successor to the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound by this Agreementhereunder.

Assignment Prohibition. This Agreement may not be assigned by the Advisor Manager without the approval of the Board (including a majority of the Independent Directors); provided, however, that such approval shall not be required in the case of an assignment to a corporation, partnership, association, trust or organization which may take over the assets and carry on the affairs of the AdvisorManager, provided: (i) that at the time of such assignment, such successor organization shall be owned substantially by an entity directly or indirectly controlled by the Sponsor and only if such entity has a net worth of at least $5,000,000, and (ii) that the board of directors of the Advisor Manager shall deliver to the Board a statement in writing indicating the ownership structure and net worth of the successor organization and a certification from the new Advisor Manager as to its net worth. Such an assignment shall bind the assignees hereunder in the same manner as the Advisor Manager is bound by this Agreement. The Advisor Manager may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the Board. This Agreement shall not be assigned by the Company without the consent of the AdvisorManager, except in the case of an assignment by the Company to a corporation or other organization which is a successor to the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound by this Agreement.

Assignment Prohibition. This Agreement may not be assigned by the Advisor without the approval of a majority of the Board Directors (including a majority of the Independent Directors); provided, however, that such approval shall not be required in the case of an assignment to a corporation, partnership, association, trust or organization which may take over the assets and carry on the affairs of the Advisor, provided: provided (i) that at the time of such assignment, such successor organization shall be owned substantially by an entity directly the then partners of the Advisor or indirectly controlled by the Sponsor their Affiliates and only if such entity has a net worth of at least $5,000,000, 5,000,000 and (ii) that the board of directors a general partner of the Advisor shall deliver to the Board Directors a statement in writing indicating the ownership structure and net worth of the successor organization and a certification from the new Advisor as to its net worth. Such an assignment shall bind the assignees hereunder in the same manner as the Advisor is bound by this Agreement. The Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the BoardDirectors. This Agreement shall not be assigned by the Company without the consent of the Advisor, except in the case of an assignment by the Company to a corporation or other organization which is a successor to the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound by this Agreement.

Assignment Prohibition. This Agreement may not be assigned by the Advisor without the prior written approval of the Board (including a majority of the Independent Directors); provided, however, that such approval shall not be required in the case of an assignment to a corporation, partnership, association, trust or organization which may take takes over the assets and carry carries on the affairs of the Advisor, provided: (i) that at the time of such assignment, such successor organization shall be owned substantially by an entity directly or indirectly controlled by the Sponsor Advisor and only if such entity has a net worth of at least $5,000,000, and (ii) that the board of directors of the Advisor shall deliver to the Board a statement in writing indicating the ownership structure and net worth of the successor organization and a certification from the new Advisor as to its net worth. Such an assignment shall bind the assignees hereunder in the same manner as the Advisor is bound by this Agreement. The Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the Board. This Agreement shall may not be assigned by CWI 2 or the Company Operating Partnership without the prior written consent of the Advisor, Advisor except in the case of an assignment by the Company to a corporation or other organization which is a successor to CWI 2 or the CompanyOperating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as CWI 2 or the Company Operating Partnership is bound by this Agreement.

Assignment Prohibition. This Agreement may not be assigned by the Advisor Manager without the approval of the Board (including a majority of the Independent Directors); provided, however, that such approval shall not be required in the case of an assignment to a corporation, partnership, association, trust or organization which may take over the assets and carry on the affairs of the AdvisorManager, provided: (i) that at the time of such assignment, such successor organization shall be owned substantially by an entity directly or indirectly controlled by the Sponsor and only if such entity has a net worth of at least $5,000,000, and (ii) that the board of directors of the Advisor Manager shall deliver to the Board a statement in writing indicating the ownership structure and net worth of the successor organization and a certification from the new Advisor Manager as to its net worth. Such an assignment shall bind the assignees hereunder in the same manner as the Advisor Manager is bound by this Agreement. The Advisor Manager may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the Board. This Agreement shall not be assigned by the Company CPA: 17 without the consent of the AdvisorManager, except in the case of an assignment by the Company CPA: 17 to a corporation or other organization which is a successor to the CompanyCPA: 17, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company CPA: 17 is bound by this Agreement.

Assignment Prohibition. This Advisory Agreement may not be assigned by the Advisor without the approval of a majority of the Board Directors (including a majority of the Independent Directors); , provided, however, that such approval shall not be required in the case of an assignment to a corporation, partnership, association, trust or organization which may take over the assets and carry on the affairs of the Advisor, provided: (i) that at the time of such assignment, such successor organization shall be owned substantially by an entity directly the then partners of the Advisor or indirectly controlled by the Sponsor their Affiliates and only if such entity has a net worth of at least $5,000,000, and (ii) that the board of directors a general partner of the Advisor shall deliver to the Board Directors a statement in writing indicating the ownership structure and net worth of the successor organization and a certification from the new Advisor as to its net worth. Such an assignment shall bind the assignees hereunder in the same manner as the Advisor is bound by this Advisory Agreement. The Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the BoardDirectors. This Advisory Agreement shall not be assigned by the Company without the consent of the Advisor, except in the case of an assignment by the Company to a corporation or other organization which is a successor to the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound by this Advisory Agreement.

Assignment Prohibition. This Agreement may not be assigned by the Advisor Manager without the approval of the Board (including a majority of the Independent Directors); provided, however, that such approval shall not be required in the case of an assignment to a corporation, partnership, association, trust trust, limited liability company or organization which may take over the assets and carry on the affairs of the AdvisorManager, provided: provided (i) that at the time of such assignment, such successor organization shall be owned substantially by an entity directly the then members of the Manager or indirectly controlled by the Sponsor and their Affiliates, only if such entity has a net worth of at least $5,000,000, 3,000,000 and (ii) that the board of directors then members of the Advisor Manager shall deliver to the Board a statement in writing indicating the ownership structure and net worth of the successor organization and a certification from the new Advisor assignee as to its net worth. Such an assignment shall bind the assignees hereunder in the same manner as the Advisor Manager is bound by this Agreement. The Advisor Manager may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the BoardDirectors. This Agreement shall not be assigned by the Company without the consent of the AdvisorManager, except in the case of an assignment by the Company to a corporation or other an organization which is a successor to the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound by this Agreement.

Assignment Prohibition. This Agreement may not be assigned by the Advisor without the prior written approval of the Board (including a majority of the Independent Directors); provided, however, that such approval shall not be required in the case of an assignment to a corporation, partnership, association, trust or organization which may take takes over the assets and carry carries on the affairs of the Advisor, provided: (i) that at the time of such assignment, such successor organization shall be owned substantially by an entity directly or indirectly controlled by the Sponsor Advisor and only if such entity has a net worth of at least $5,000,000, and (ii) that the board of directors of the Advisor shall deliver to the Board a statement in writing indicating the ownership structure and net worth of the successor organization and a certification from the new Advisor as to its net worth. Such an assignment shall bind the assignees hereunder in the same manner as the Advisor is bound by this Agreement. The Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the Board. This Agreement shall may not be assigned by CWI 1 or the Company Operating Partnership without the prior written consent of the Advisor, Advisor except in the case of an assignment by the Company to a corporation or other organization which is a successor to CWI 1 or the CompanyOperating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as CWI 1 or the Company Operating Partnership is bound by this Agreement.