Common use of Sale of the Hotel Clause in Contracts

Sale of the Hotel. A. Tenant may enter into a Sale of a Hotel to any Person which (1) is an Affiliate of Tenant, and (2) who assumes Tenant’s obligations with respect to such Hotel under this Agreement, the Owner Agreement (to the extent applicable to the Hotel being sold) and, to the extent applicable with respect to the “deconsolidation” provisions thereof, the Pooling Agreement (or ratifies each of such obligations if such Sale of a Hotel is pursuant to a transfer of a Controlling Interest in Tenant). Tenant shall not enter into any Sale of a Hotel to any Person (or any Affiliate of any Person) who (a) does not have sufficient financial resources and liquidity to fulfill Tenant’s obligations with respect to such Hotel under this Agreement, the Owner Agreement (to the extent applicable to the Hotel) and, to the extent applicable as set forth in the preceding sentence, the Pooling Agreement; (b) is known in the community as being of bad moral character, or has been convicted of a felony in any state or federal court, or is in control of or controlled by Persons who have been convicted of felonies in any state or federal court; (c) is engaged in the business of operating (as distinguished from owning) at least five (5) hotels or other lodging facilities in competition with Manager, Marriott or any Affiliate of either; (d) fails to expressly assume in writing the obligations of Tenant hereunder and under the Owner Agreement (to the extent applicable to the Hotel); or (e) is, or has an Affiliate that is, a Specially Designated National or Blocked Person.

Sale of the Hotel. A. Tenant may enter into a Sale of a the Hotel to any Person which (1) is an Affiliate of Tenant, and (2) who assumes Tenant’s obligations with respect to such the Hotel under this Agreement, the Owner Agreement (to the extent applicable to the Hotel being sold) and, to the extent applicable with respect to the “deconsolidation” provisions thereof, the Pooling Agreement (or ratifies each of such obligations if such Sale of a the Hotel is pursuant to a transfer of a Controlling Interest in Tenant). Tenant shall not enter into any Sale of a the Hotel to any Person (or any Affiliate of any Person) who (a) does not have sufficient financial resources and liquidity to fulfill Tenant’s obligations with respect to such the Hotel under this Agreement, the Owner Agreement (to the extent applicable to the Hotel) and, to the extent applicable as set forth in the preceding sentence, the Pooling Agreement; (b) is known in the community as being of bad moral character, or has been convicted of a felony in any state or federal court, or is in control of or controlled by Persons who have been convicted of felonies in any state or federal court; (c) is engaged in the business of operating (as distinguished from owning) at least five (5) hotels or other lodging facilities in competition with Manager, Marriott or any Affiliate of either; (d) fails to expressly assume in writing the obligations of Tenant hereunder and under the Owner Agreement (to the extent applicable to the Hotel)Agreement; or (e) is, or has an Affiliate that is, a Specially Designated National or Blocked Person.