Common use of Free Transferability Clause in Contracts

Free Transferability. Except as limited by the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], to the fullest extent permitted by the Act, any [Member] [Partner] may, at any time or from time to time, without the consent of any other Person, Transfer, pledge or encumber any or all of its Shares. Subject to the restrictions of the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], the Transferee of any Shares shall be admitted to the [Company] [Partnership] as a substitute member of the [Company] [Partnership] on the effective date of such Transfer upon (i) such Transferee’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Shares, which shall be evidenced by such Transferee’s execution and delivery to the [Company] [Partnership] of an Application for Transfer of Shares on the reverse side of the Share Certificate representing the Shares being transferred, and (ii) the recording of such Transferee’s name as a Substitute [Member] [Partner] on the books and records of the [Company] [Partnership]. Any Transfer of any Shares pursuant to this Section shall be effective as of the later of (i) the close of business on the day on which such Transfer occurs, or (ii) the effective date and time of such Transfer that is designated in the Application for Transfer of Shares delivered by the Transferee to the [Company] [Partnership]. SCHEDULE I LITIGATION SCHEDULE Plaintiff(s) Defendant(s) Date of Incident Xxxxx & Vensa Ajic and Xxx & Xxxxxx Xxxxxx CP Hotels (US) 1998 Inc. December 2001 Equal Employment Opportunity Commission (Re: Xxx Xxxxxx) CP Hotels (US) 1998 Inc. FHRUSI May 29, 2003 Xxxxxxx Xxxxxxxxx Fairmont Scottsdale Princess Hotel November 28, 2002 Xxxxxx & Xxxxxx Xxxxx FHRI, dba The Fairmont Scottsdale Princess Hotel March 11, 2005 Xxxxx Xxxxx & Xxxx Xxxxx CP Hotels Inc. dba the Fairmont Scottsdale Princess, et al. February 20, 2004 SCHEDULE II LIST OF EXCHANGE DOCUMENTS 1) X(SHR) EXCHANGE AGT. & DOCS

Free Transferability. Except as limited by the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], to the fullest extent permitted by the Act, any [Member] [Partner] may, at any time or from time to time, without the consent of any other Person, Transfer, pledge or encumber any or all of its Shares. Subject to the restrictions of the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], the Transferee of any Shares shall be admitted to the [Company] [Partnership] as a substitute member of the [Company] [Partnership] on the effective date of such Transfer upon (i) such Transferee’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Shares, which shall be evidenced by such Transferee’s execution and delivery to the [Company] [Partnership] of an Application for Transfer of Shares on the reverse side of the Share Certificate representing the Shares being transferred, and (ii) the recording of such Transferee’s name as a Substitute [Member] [Partner] on the books and records of the [Company] [Partnership]. Any Transfer of any Shares pursuant to this Section shall be effective as of the later of (i) the close of business on the day on which such Transfer occurs, or (ii) the effective date and time of such Transfer that is designated in the Application for Transfer of Shares delivered by the Transferee to the [Company] [Partnership]. SCHEDULE I LITIGATION SCHEDULE Plaintiff(s) Defendant(s) Date of Incident Xxxxx & Vensa Ajic and Xxx & Xxxxxx Xxxxxx CP Hotels (US) 1998 Inc. December 2001 Equal Employment Opportunity Commission (Re: Xxx Xxxxxx) CP Hotels (US) 1998 Inc. FHRUSI May 29Strategic Hotel Capitol November 13, 2003 2004 Corporation d/b/a Hotel InterContinental Xxxxxxx Xxxxxxxxx Fairmont Scottsdale Princess Hotel Xxxx DTRS Michigan Avenue/Chopin Plaza Sub, LLC, et al November 28, 2002 Xxxxxx & Xxxxxx Xxxxx FHRI, dba The Fairmont Scottsdale Princess Hotel March 116, 2005 Xxxxx Xxxxx & Xxxx Xxxxx CP Hotels Inc. dba the Fairmont Scottsdale Princess, et al. February 20, 2004 SCHEDULE II LIST OF EXCHANGE DOCUMENTS 1INTENTIONALLY DELETED Schedule II-1 SCHEDULE III PRE-APPROVED TRANSFEREES Strategic Hotel Funding, Inc. Bass PLC CNL Hotels & Resorts, Inc. KSL II Management Operations, LLC/KSL Recreation Corp. Kohlberg Kravis Xxxxxxx & Co. Hilton Hotels Corporation FelCor Lodging Trust, Inc. Rosewood Hotels & Resorts Whitehall Street Real Estate Limited Partnership Funds Host Marriott Corporation Hilton Group, PLC Fairmont Hotels & Resorts Four Seasons Hotel Inc. The Blackstone Group, LP Millennium and Copthorne Hotels, PLC MeriStar Hotels LaSalle Hotel Properties Marriott International, Inc. Starwood Hotels and Resorts Worldwide, Inc. Government of Singapore Investment Corporation Xxxxxx Xxxx LLC) X(SHRHRH Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud) EXCHANGE AGT. Six Continents Xxxxxx Xxxxxxx Real Estate Fund (MSREF) Xxxxxx Street Real Estate Fund The Carlyle Group Real Estate Fund Xxxxxx Brothers Real Estate Fund The Equitable Life Assurance and Annuity Association Orient Express Accor Benchmark Hospitality) NH Hotels Mandarin Peninsula Raffles Shangrila Hyatt Strategic Hotel Capital Boca Resorts Vail Reports) Destination Resorts Xxxxxxxxx Real Estate Fund Xxxx Hospitality State of Ohio Pension Fund Highland Hospitality SCHEDULE IV PRE-APPROVED MANAGERS KSL or any Affiliate One & DOCSOnly / Xxxxxxx Xxxxxxx Entertainment Loews Hotels Hilton Hotels Corporation Hilton Group, PLC Fairmont Hotels & Resorts Millennium and Copthorne Hotels, PLC Marriott International, Inc. Four Seasons Hotels, Inc. Six Continents Orient Express Mandarin Peninsula Raffles Shangri-La Hyatt Omni Boca Resorts Destination Resorts Xxxx Hospitality Montage Hotels Intercontinental Hotel Group SCHEDULE V INTENTIONALLY DELETED Schedule V-1 SCHEDULE VI INTENTIONALLY DELETED Schedule VI-1 SCHEDULE VII INTENTIONALLY DELETED

Free Transferability. Except as limited by the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], to the fullest extent permitted by the Act, any [Member] [Partner] may, at any time or from time to time, without the consent of any other Person, Transfer, pledge or encumber any or all of its Shares. Subject to the restrictions of the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], the Transferee of any Shares shall be admitted to the [Company] [Partnership] as a substitute member of the [Company] [Partnership] on the effective date of such Transfer upon (i) such Transferee’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Shares, which shall be evidenced by such Transferee’s execution and delivery to the [Company] [Partnership] of an Application for Transfer of Shares on the reverse side of the Share Certificate representing the Shares being transferred, and (ii) the recording of such Transferee’s name as a Substitute [Member] [Partner] on the books and records of the [Company] [Partnership]. Any Transfer of any Shares pursuant to this Section shall be effective as of the later of (i) the close of business on the day on which such Transfer occurs, or (ii) the effective date and time of such Transfer that is designated in the Application for Transfer of Shares delivered by the Transferee to the [Company] [Partnership]. SCHEDULE I LITIGATION SCHEDULE Plaintiff(sNone. SCHEDULE I SCHEDULE II INTENTIONALLY DELETED SCHEDULE II SCHEDULE III PRE-APPROVED TRANSFEREES KSL Capital Partners Kohlberg Kravis Xxxxxxx & Co. Hilton Hotels Corporation FelCor Lodging Trust Whitehall Street Real Estate Limited Partnership Funds Host Hotels & Resorts Fairmont Hotels & Resorts Four Seasons Hotel The Blackstone Group LaSalle Hotel Properties Sunstone Hotel Investors Government of Singapore Investment Corporation Xxxxxx Xxxxxxx Real Estate Fund (MSREF) Defendant(sXxxxxx Street Real Estate Fund The Carlyle Group Real Estate Fund Xxxxxx Brothers Real Estate Fund Orient Express Xxxxxxxxx Real Estate Fund SCHEDULE III SCHEDULE IV PRE-APPROVED MANAGERS (Approved Brands) Date of Incident Xxxxx & Vensa Ajic and Xxx & Xxxxxx Xxxxxx CP Loews Hotels (USLoews) 1998 Inc. December 2001 Equal Employment Opportunity Commission Hilton Hotels Corporation (Re: Xxx Xxxxxx Xxxxxx) CP Fairmont Hotels & Resorts (USFairmont; Raffles) 1998 Inc. FHRUSI May 29Marriott International, 2003 Xxxxxxx Xxxxxxxxx Fairmont Scottsdale Princess Inc.(Marriott, JW Marriott, Xxxx-Xxxxxxx) Starwood (Westin, St. Regis, Luxury Collection) Hyatt (Grand Hyatt, Hyatt Regency, Park Hyatt) Intercontinental Hotel November 28, 2002 Xxxxxx & Xxxxxx Xxxxx FHRI, dba The Fairmont Scottsdale Princess Hotel March 11, 2005 Xxxxx Xxxxx & Xxxx Xxxxx CP Hotels Inc. dba the Fairmont Scottsdale Princess, et al. February 20, 2004 Group (InterContinental) KSL Resorts Four Seasons (Four Seasons) Orient Express (Orient Express) Mandarin (Mandarin Oriental) Peninsula (Peninsula) Shangri-La (Shangri-La) SCHEDULE II LIST OF EXCHANGE DOCUMENTS 1IV SCHEDULE V INTENTIONALLY DELETED SCHEDULE V SCHEDULE VI INTENTIONALLY DELETED SCHEDULE VI SCHEDULE VII INTENTIONALLY DELETED SCHEDULE VII SCHEDULE VIII INTENTIONALLY DELETED SCHEDULE VIII SCHEDULE IX DEFERRED MAINTENANCE (attached hereto) X(SHR) EXCHANGE AGT. & DOCSSCHEDULE IX

Free Transferability. Except as limited by the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], to the fullest extent permitted by the Act, any [Member] [Partner] may, at any time or from time to time, without the consent of any other Person, Transfer, pledge or encumber any or all of its Shares. Subject to the restrictions of the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], the Transferee of any Shares shall be admitted to the [Company] [Partnership] as a substitute member of the [Company] [Partnership] on the effective date of such Transfer upon (i) such Transferee’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Shares, which shall be evidenced by such Transferee’s execution and delivery to the [Company] [Partnership] of an Application for Transfer of Shares on the reverse side of the Share Certificate representing the Shares being transferred, and (ii) the recording of such Transferee’s name as a Substitute [Member] [Partner] on the books and records of the [Company] [Partnership]. Any Transfer of any Shares pursuant to this Section shall be effective as of the later of (i) the close of business on the day on which such Transfer occurs, or (ii) the effective date and time of such Transfer that is designated in the Application for Transfer of Shares delivered by the Transferee to the [Company] [Partnership]. SCHEDULE I LITIGATION SCHEDULE Plaintiff(s) Defendant(s) Date of Incident Xxxxx & Vensa Ajic and Xxx & Xxxxxx Xxxxxx CP Hotels (US) 1998 Inc. December 2001 Equal Employment Opportunity Commission (Re: Xxx Xxxxxx) CP Hotels (US) 1998 Inc. FHRUSI May 29, 2003 Xxxxxxx Xxxxxxxxx Fairmont Scottsdale Princess Hotel November 28, 2002 Xxxxxx & Xxxxxx Xxxxx FHRI, dba The Fairmont Scottsdale Princess Hotel March 11, 2005 Xxxxx Xxxxx & Xxxx Xxxxx CP Hotels Inc. dba the Fairmont Scottsdale Princess, et al. February 20, 2004 NONE Schedule I-1 SCHEDULE II LIST OF EXCHANGE DOCUMENTS 1INTENTIONALLY DELETED Schedule II-1 SCHEDULE III PRE-APPROVED TRANSFEREES Strategic Hotel Funding, Inc. Bass PLC CNL Hotels & Resorts, Inc. KSL II Management Operations, LLC/KSL Recreation Corp. Kohlberg Kravis Xxxxxxx & Co. Hilton Hotels Corporation FelCor Lodging Trust, Inc. Rosewood Hotels & Resorts Whitehall Street Real Estate Limited Partnership Funds Host Marriott Corporation Hilton Group, PLC Fairmont Hotels & Resorts Four Seasons Hotel Inc. The Blackstone Group, LP Millennium and Copthorne Hotels, PLC MeriStar Hotels LaSalle Hotel Properties Marriott International, Inc. Starwood Hotels and Resorts Worldwide, Inc. Government of Singapore Investment Corporation Xxxxxx Xxxx LLC) X(SHRHRH Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud) EXCHANGE AGT. Six Continents Xxxxxx Xxxxxxx Real Estate Fund (MSREF) Xxxxxx Street Real Estate Fund The Carlyle Group Real Estate Fund Xxxxxx Brothers Real Estate Fund The Equitable Life Assurance and Annuity Association Orient Express Accor Benchmark Hospitality) NH Hotels Mandarin Peninsula Raffles Shangrila Hyatt Strategic Hotel Capital Boca Resorts Vail Reports) Destination Resorts Xxxxxxxxx Real Estate Fund Xxxx Hospitality State of Ohio Pension Fund Highland Hospitality SCHEDULE IV PRE-APPROVED MANAGERS KSL or any Affiliate One & DOCSOnly / Xxxxxxx Xxxxxxx Entertainment Loews Hotels Hilton Hotels Corporation Hilton Group, PLC Fairmont Hotels & Resorts Millennium and Copthorne Hotels, PLC Marriott International, Inc. Four Seasons Hotels, Inc. Six Continents Orient Express Mandarin Peninsula Raffles Shangri-La Hyatt Omni Boca Resorts Destination Resorts Xxxx Hospitality Montage Hotels Intercontinental Hotel Group SCHEDULE V INTENTIONALLY DELETED Schedule V-1 SCHEDULE VI INTENTIONALLY DELETED Schedule VI-1 SCHEDULE VII INTENTIONALLY DELETED