Common use of Termination of the Lease Clause in Contracts

Termination of the Lease. The parties agree that the Management Agreement and the rights and benefits of Manager thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management Agreement, and not as a result of any termination of the Lease. Accordingly, if the Lease is terminated for any reason, including, without limitation, expiration of the term thereof or the “rejection” thereof following Bankruptcy (as defined below) of Lessee (collectively, a “Lease Termination”), Lessor: (a) shall recognize Manager’s rights under the Management Agreement, (b) agrees that Manager shall not be named as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Hotel pursuant to the Management Agreement, and (c) shall at the time of or prior to such Lease Termination either (i) elect not to take either of the actions described in clause (c)(ii) below, in which case all of Lessee’s rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by Lessor, or (ii) cause an “Approved Lessee” (as defined below) to (x) succeed to and assume Lessee’s rights and obligations under the Lease, the Management Agreement, and this Agreement, or (y) enter into a new lease with Lessor in substantially the same form as the Lease, and assume the rights and obligations of the Lessee under the Management Agreement and this Agreement, the intent being that the relationship between any successor Lessee, Lessor and Manager be under the same terms and conditions as the relationship between Lessee, Lessor and Manager hereunder and under the Management Agreement and the Lease. Any successor to Lessee under clause (c)(ii) above shall be subject to Manager’s prior written approval, which approval shall not be withheld or delayed if such successor to Lessee is (i) a direct or indirect wholly-owned subsidiary of Lessor, (ii) a person or entity to whom a Sale of the Hotel is permitted under Section 10.02.A. of the Management Agreement, or (iii) a person or entity who otherwise is approved by Manager in its sole discretion (an “Approved Lessee”).

Termination of the Lease. The parties agree that the Management Agreement and the rights and benefits of Manager thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management Agreement, and not as a result of any termination of the Lease. Accordingly, if If the Lease is terminated for any reason, including, without limitation, expiration of the term thereof or the “rejection” thereof following Bankruptcy reason (as defined below) of Lessee (collectively, a “"Lease Termination”"), Lessor: (a) shall recognize Manager’s rights under the Management Agreement, (b) agrees that Manager shall not be named as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Hotel pursuant to the Management Agreement, and (c) Owner shall at the time of or prior to such Lease Termination either (i) elect not designate another party to take either of the actions described in clause (c)(ii) below, in which case all of Lessee’s rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by Lessor, or (ii) cause an “Approved Lessee” (as defined below) to (x) succeed to and assume Lessee’s 's rights and obligations under the Lease, the Primary Management Agreement, Agreement and this Agreement, or (yii) enter into a new lease Lease with Lessor such designated party, and in substantially the same form as the Lease, each such case shall require that such designated party expressly succeed to and assume the rights and obligations of the Lessee under the Primary Management Agreement and this Agreement. Notwithstanding the foregoing, the intent being that the relationship between any successor Lessee, Lessor and Manager be under the same terms and conditions as the relationship between Lessee, Lessor and Manager hereunder and under the Management Agreement and the Lease. Any such successor to Lessee under clause (c)(ii) above shall be subject to Manager’s prior written approvalMarriott's approval (Primary Manager hereby agreeing that as long as the Submanagement Agreement remains in effect, Primary Manager shall have no approval right with respect to such successor to Lessee), which approval shall not be unreasonably withheld or delayed if such successor to Lessee is meets the criteria set forth below. Such approval or disapproval will be made within ten (i10) business days of request by Owner, provided Owner has previously provided to Marriott all information reasonably necessary (or as reasonably requested by Marriott) in order for Marriott to make its decision. Such successor shall (x) have the financial capability to provide adequate financial support for the Hotel (Marriott hereby agreeing that a direct or indirect wholly-owned subsidiary successor which has the same financial capability as Lessee as of Lessorthe date of this Agreement shall be deemed to have such financial capability), (iiy) be of good character and reputation, and (z) agree to assume in writing the obligations of Lessee under the Primary Management Agreement. Marriott's failure to approve or disapprove such successor to Lessee within ten (10) business days shall be deemed to constitute Marriott's approval of such replacement to Lessee. If such successor to Lessee is disapproved by Marriott, Owner shall within thirty (30) days after such disapproval designate another successor to Lessee, subject to Marriott's approval rights as stated above. Until such time as a person new successor Lessee is approved and in place as such successor, the disapproved successor shall continue as successor to Lessee and such continuation shall not constitute a default under this Agreement, the Primary Management Agreement or entity the Submanagement Agreement; so long as Owner is diligently continuing to whom exercise Owner's reasonable best efforts to designate a Sale successor which is acceptable to Submanager. If required by Primary Manager, any such successor shall enter into a new management agreement on the same terms and conditions as the Primary Management Agreement for the unexpired term of the Hotel is permitted under Section 10.02.A. of the Primary Management Agreement. Any replacement of Lessee or any new Lease pursuant to this Section 1 shall be effected without any interruption or disturbance of rights of Primary Manager under the Primary Management Agreement or Marriott under the Submanagement Agreement, or (iii) a person or entity who otherwise is approved by Manager respectively, as long as at such time the applicable agreement has not been terminated in accordance with its sole discretion (an “Approved Lessee”)terms.

Termination of the Lease. The parties agree that If for any reason the Management Agreement term of the Master Lease shall terminate prior to the Sublease Expiration Date, this Sublease shall automatically be terminated, and the rights and benefits of Manager thereunder Sublandlord shall not be terminated or disturbed in any respect except in accordance with liable to Subtenant by reason thereof, unless said termination shall have been caused by the terms default of Sublandlord under the Management Agreement, Master Lease and said Sublandlord’s default was not as a result of a Subtenant’s default hereunder. Notwithstanding the foregoing, any termination caused by a GlobalCenter, Inc. Insolvency Event shall automatically terminate this Sublease and Sublandlord shall not be liable to Subtenant for such termination. This Section 19 is subject to the provisions of the LeaseConsent concerning the nondisturbance of Subtenant entered into by Master Landlord, Sublandlord and Subtenant 20. Accordingly, if the Lease is terminated for any reason, including, without limitation, expiration of the term thereof or the “rejection” thereof following Bankruptcy (as defined below) of Lessee (collectively, a “Lease Termination”), Lessor: Assignment and Subletting. (a) Subtenant shall recognize Manager’s have the same rights and be subject to the same limitations on assignment and subletting that Sublandlord has and is subject to under the Management AgreementMaster Lease and Sublandlord shall have the same rights as Master Landlord under the Master Lease with respect to any further sublease or assignment by Subtenant subject to the terms and conditions hereof. Any subletting or assignment which, under the Master Lease requires the consent of Master Landlord, such subletting or assignment shall also require the consent of Sublandlord. Notwithstanding the foregoing, Sublandlord covenants and agrees that Sublandlord will request Master Landlord’s consent to any proposed assignment or subletting and if, as and to the extent such proposed assignment or subletting is approved by the Master Landlord, Sublandlord shall also consent thereto subject to the terms and conditions hereof. Any sublease or assignment by Subtenant without Master Landlord’s and Sublandlord’s prior written consent, if consent for such type of sublease or assignment is required under the Master Lease, shall be void and shall, at the option of either Master Landlord or Sublandlord, terminate this Sublease. (b) agrees that Manager shall not be named as a party in Notwithstanding any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage provisions of Section 13 of the Hotel pursuant Master Lease to the Management Agreementcontrary, and Subtenant shall advise Sublandlord by notice at least forty-five (c45) shall at the time of or days prior to such Lease Termination either the commencement of the sublease or assignment of (i) elect not Subtenant’s intent to take either assign, sublet or otherwise transfer this Sublease or any portion of the actions described in clause (c)(ii) below, in which case all of Lessee’s rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by Lessor, or (ii) cause an “Approved Lessee” (as defined below) to (x) succeed to and assume Lessee’s rights and obligations under the Lease, the Management Agreement, and this Agreement, or (y) enter into a new lease with Lessor in substantially the same form as the Lease, and assume the rights and obligations of the Lessee under the Management Agreement and this Agreement, the intent being that the relationship between any successor Lessee, Lessor and Manager be under the same terms and conditions as the relationship between Lessee, Lessor and Manager hereunder and under the Management Agreement and the Lease. Any successor to Lessee under clause (c)(ii) above shall be subject to Manager’s prior written approval, which approval shall not be withheld or delayed if such successor to Lessee is (i) a direct or indirect wholly-owned subsidiary of LessorSublease Premises, (ii) a person or entity to whom a Sale the name of the Hotel proposed subtenant or assignee and evidence reasonably satisfactory to Sublandlord that such proposed subtenant or assignee is permitted under Section 10.02.A. of the Management Agreementcomparable in reputation, or stature and financial condition to tenants then leasing comparable space in comparable buildings, (iii) a person the terms of the proposed sublease or entity who otherwise is approved assignment and (iv) evidence of the proposed subtenant’s or assignees’ net worth. Sublandlord shall, within thirty (30) days of receipt of the last of such notice and other information required, and any additional information requested by Manager in its sole discretion either Sublandlord or Master Landlord concerning the proposed subtenant’s or assignee’s financial responsibility, notify Subtenant that it and Master Landlord have elected to: (an “Approved Lessee”).i) Consent to such proposed sublease or assignment; (ii) Refuse such consent, which refusal shall be on reasonable grounds; or 11

Termination of the Lease. The parties agree that the Management Agreement and the rights and benefits of Manager thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management Agreement, and not as a result of any termination of the Lease. Accordingly, if the Lease is terminated for any reason, including, without limitation, expiration of the term thereof or the “rejection” thereof following Bankruptcy (as defined below) of Lessee (collectively, a “Lease Termination”), Lessor: (a) shall recognize Manager’s rights under the Management Agreement, (b) agrees that Manager shall not be named by Lessor or any affiliate of Lessor as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Hotel Inn pursuant to the Management AgreementAgreement by Lessor or any affiliate of Lessor, and (c) shall at the time of or prior to such Lease Termination either (i) elect not to take either of the actions described in clause (c)(ii) below, in which case all of “Lessee’s ’s” rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by Lessor, or (ii) cause an “Approved Lessee” (as defined below) to (x) succeed to and assume Lessee’s rights and obligations under the Lease, the Management Agreement, and this Agreement, or (y) enter into a new lease with Lessor an Approved Lessee in substantially the same form as the Lease, and cause such Approved Lessee to assume the rights and obligations of the Lessee under the Management Agreement and this Agreement, the intent being that the relationship between any successor Lessee, Lessor and Manager be under the same terms and conditions as the relationship between Lessee, Lessor and Manager hereunder and under the Management Agreement and the Lease. Any successor to Lessee under clause (c)(ii) above shall be subject to Manager’s prior written approval, which approval shall not be withheld or delayed if such successor to Lessee is (i) a direct or indirect wholly-owned subsidiary of LessorApple Two, or (ii) a person or entity to whom a Sale of the Hotel Inn is permitted under Section 10.02.A. of the Management Agreement, or (iii) a person or entity who otherwise is approved by Manager in its sole discretion Agreement (an “Approved Lessee”).

Termination of the Lease. The parties agree that the Management Agreement and the rights and benefits of Manager Marriott thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management AgreementAgreement (or in accordance with the terms of any other agreement or instrument binding on Marriott), and not as a result of any termination of the Lease. Accordingly, if the Lease is terminated for any reason, including, without limitation, expiration of the term thereof or the “"rejection” thereof " thereof, following Bankruptcy (as defined belowin Section 10 hereof) of Lessee (collectively, a “"Lease Termination”"), Lessor: (a) shall recognize Manager’s rights under the Management Agreement, (b) agrees that Manager shall not be named as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Hotel pursuant to the Management Agreement, and (c) Owner shall at the time of or prior to such Lease Termination either (ia) elect not to take either of the actions described in clause (c)(iib) below, in which case all of Lessee’s "Owner's" rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the such Lease Termination shall be assumed directly by Lessorautomatically revert to Owner, or (iib) cause an “"Approved Lessee” Tenant" (as defined belowhereunder) to (xi) succeed to and assume Lessee’s 's rights and obligations under the Lease, the Management Agreement, Agreement and this Agreement, or (yii) enter into a new lease with Lessor Owner in substantially the same form as the Lease with such changes as may be negotiated between Owner and the Approved Tenant, provided such changes do not materially and adversely restrict, limit or interfere with the rights of Marriott hereunder or under the Management Agreement, including without limitation (A) provide for a term which is less than the unexpired portion of the Lease term, (B) limit or otherwise purport to reduce, or modify in any manner adverse to Marriott, Owner's responsibility for the Retained Obligations or Continuing Obligations or (C) amend or modify the following provisions of the Lease: Section 132, Sections 3.16(a)-(f), Section 4.4, Section 5.1.2, Article 6, Section 17.3 and the definition of any terms used in any such Sections or Articles (or which would otherwise be acceptable to Marriott), and succeed to and assume the rights and obligations of the Lessee under the Management Agreement and this Agreement, the intent being that the relationship between any successor Lesseelessee, Lessor Owner and Manager Marriott be under the same terms and conditions as the relationship between Lessee, Lessor Owner and Manager Marriott hereunder and under the Management Agreement, Operating Agreement (as defined hereunder) and the Lease. Any successor to Lessee under clause The succession of the Lessee's interests as described in clauses (c)(iia) and (b) above shall be subject are herein referred to Manager’s prior written approval, which approval shall not be withheld or delayed if such successor to Lessee is (i) as a direct or indirect wholly-owned subsidiary of Lessor, (ii) a person or entity to whom a Sale of the Hotel is permitted under Section 10.02.A. of the Management Agreement, or (iii) a person or entity who otherwise is approved by Manager in its sole discretion (an “Approved Lessee”)"Lease Succession."

Termination of the Lease. The parties agree that the Management Agreement and the rights and benefits of Manager thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management Agreement, and not as a result of any termination of the Lease. Accordingly, if the Lease is terminated for any reason, including, without limitation, expiration of the term thereof or the “rejection” thereof following Bankruptcy (as defined below) of Lessee (collectively, a “Lease Termination”), Lessor: (a) shall recognize Manager’s rights under the Management Agreement, (b) agrees that Manager shall not be named by Lessor or any affiliate of Lessor as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Hotel Inn pursuant to the Management AgreementAgreement by Lessor or any affiliate of Lessor, and (c) shall at the time of or prior to such Lease Termination either (i) elect not to take either of the actions described in clause (c)(ii) below, in which case all of “Lessee’s ’s” rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by Lessor, or (ii) cause an “Approved Lessee” (as defined below) to (x) succeed to and assume Lessee’s rights and obligations under the Lease, the Management Agreement, and this Agreement, or (y) enter into a new lease with Lessor an Approved Lessee in substantially the same form as the Lease, and cause such Approved Lessee to assume the rights and obligations of the Lessee under the Management Agreement and this Agreement, the intent being that the relationship between any successor Lessee, Lessor and Manager be under the same terms and conditions as the relationship between Lessee, Lessor and Manager hereunder and under the Management Agreement and the Lease. Any successor to Lessee under clause (c)(ii) above shall be subject to Manager’s prior written approval, which approval shall not be withheld or delayed if such successor to Lessee is (i) a direct or indirect wholly-owned subsidiary of LessorApple Five, or (ii) a person or entity to whom a Sale of the Hotel Inn is permitted under Section 10.02.A. of the Management Agreement, or (iii) a person or entity who otherwise is approved by Manager in its sole discretion Agreement (an “Approved Lessee”).

Termination of the Lease. The parties agree that Lease is hereby terminated and canceled on and as of the Management Agreement Effective Date with the same force and effect as if the term of the Lease were fixed to expire on the Effective Date. The rights of Tenant to occupy the Premises, and the rights of Tenant under the Lease, shall automatically and benefits without further action on the part of Manager thereunder Landlord terminate at 11:59 p.m. on the Effective Date. Not later than 5:00 p.m. on the Effective Date, Tenant shall surrender possession of the Premises, and shall deliver exclusive possession and occupancy thereof and all keys thereto, to Landlord. The Premises shall be surrendered in broom clean and otherwise as-is condition. Landlord acknowledges that Tenant shall not be terminated or disturbed required to remove any of the initial improvements constructed pursuant to Exhibit B to the Lease nor any alterations made by Tenant pursuant to Section 9 of the Lease. Tenant shall remove the personal property to which it is entitled pursuant to the provisions of the Lease prior to 5:00 p.m. on the Effective Date. Notwithstanding the foregoing sentence, Landlord acknowledges that Tenant shall not be obligated to remove any furniture that Caliper Technologies Corporation has agreed to purchase from Tenant, provided that Tenant delivers to Landlord evidence of such agreement including an itemized list of the furniture prior to June 30, 2001. All rent and other amounts payable by Tenant under the Lease, including, without limitation, rent and Tenant's share of taxes, utility costs and other operating expenses, shall be prorated through the Effective Date and paid by Tenant within thirty (30) days after receipt of a statement from Landlord which sets out in any respect except reasonable detail such outstanding prorated amounts. Any overpayment by Tenant of Adjustment Rent (as defined in the Lease) shall be reconciled in accordance with the terms of the Management Agreement, and not as a result of any termination Section 2(b)(ii) of the Lease. Accordingly, if the Lease is terminated for any reason, including, without limitation, expiration of the term thereof or the “rejection” thereof following Bankruptcy (as defined below) of Lessee (collectively, a “Lease Termination”), Lessor: (a) shall recognize Manager’s rights under the Management Agreement, (b) agrees that Manager shall not be named as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Hotel pursuant to the Management Agreement, and (c) shall at the time of or prior to such Lease Termination either (i) elect not to take either of the actions described in clause (c)(ii) below, in which case all of Lessee’s rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by Lessor, or (ii) cause an “Approved Lessee” (as defined below) to (x) succeed to and assume Lessee’s rights and obligations under the Lease, the Management Agreement, and this Agreement, or (y) enter into a new lease with Lessor in substantially the same form as the Lease, and assume the rights and obligations of the Lessee under the Management Agreement and this Agreement, the intent being that the relationship between any successor Lessee, Lessor and Manager be under the same terms and conditions as the relationship between Lessee, Lessor and Manager hereunder and under the Management Agreement and the Lease. Any successor to Lessee under clause (c)(ii) above shall be subject to Manager’s prior written approval, which approval shall not be withheld or delayed if such successor to Lessee is (i) a direct or indirect wholly-owned subsidiary of Lessor, (ii) a person or entity to whom a Sale of the Hotel is permitted under Section 10.02.A. of the Management Agreement, or (iii) a person or entity who otherwise is approved by Manager in its sole discretion (an “Approved Lessee”).

Termination of the Lease. The parties agree that the Management Agreement and the rights and benefits of Manager thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management Agreement, and not as a result of any termination of the Lease. Accordingly, if the Lease is terminated for any reason, including, without limitation, expiration of the term thereof or the “rejection” thereof following Bankruptcy (as defined below) of Lessee Tenant (collectively, a “Lease Termination”), LessorOwner: (a) shall recognize Manager’s rights under the Management Agreement, (b) agrees that Manager shall not be named as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Hotel pursuant to the Management Agreement, and (c) shall at the time of or prior to such Lease Termination either (i) elect not to take either of the actions described in clause (c)(ii) below, in which case all of Lessee’s “Owner’s” rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by LessorOwner, or (ii) cause an “Approved Lessee” Lessee (as defined below) ), to (x) succeed to and assume LesseeTenant’s rights and obligations under the Lease, the Management Agreement, and this Agreement, or (y) enter into a new lease with Lessor Owner in substantially the same form as the Lease, and assume the rights and obligations of the Lessee Tenant under the Management Agreement and this Agreement, the intent being that the relationship between any successor LesseeTenant, Lessor Owner and Manager be under the same terms and conditions as the relationship between LesseeTenant, Lessor Owner and Manager hereunder and under the Management Agreement and the Lease. Any successor to Lessee Tenant under clause (c)(ii) above shall be subject to Manager’s prior written approvalconsent, which approval consent shall not be unreasonably withheld or delayed if such successor to Lessee is (i) a direct or indirect wholly-owned subsidiary of Lessor, (ii) a person or entity to whom a Sale of the Hotel is permitted under Section 10.02.A. of the Management Agreement, or (iii) a person or entity who otherwise is approved by Manager in its sole discretion (an “Approved Lessee”); provided that so long as DiamondRock Hospitality Company (“DiamondRock”) is a real estate investment trust for federal income tax purposes (a “REIT”) and Owner is, directly or indirectly, a majority-owned and controlled subsidiary of DiamondRock, an Approved Lessee shall include any “taxable REIT subsidiary” (or any subsidiary of such “taxable REIT subsidiary”) that is controlled by DiamondRock and formed for the purpose of serving as a successor to Tenant.

Termination of the Lease. The parties agree that the Management Agreement and the rights and benefits of Manager thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management Agreement, and not as a result of any termination of the Lease. Accordingly, if the Lease is terminated for any reason, including, without limitation, expiration of the term thereof or the “rejection” thereof following Bankruptcy (as defined below) of Lessee Tenant (collectively, a “Lease Termination”), LessorLandlord: (a) shall recognize Manager’s rights under the Management Agreement, ; (b) agrees that Manager shall not be named as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Hotel pursuant to the Management Agreement, ; and (c) shall at the time of or prior to such Lease Termination either (i) elect not to take either of the actions described in clause (c)(ii) below, in which case all of LesseeTenant’s rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by LessorLandlord, or (ii) cause an “Approved LesseeTenant” (as defined below) to (x) succeed to and assume LesseeTenant’s rights and obligations under the Lease, the Management Agreement, and this Agreement, or (y) enter into a new lease with Lessor Landlord in substantially the same form as the Lease, and assume the rights and obligations of the Lessee Tenant under the Management Agreement and this Agreement, the intent being that the relationship between any successor LesseeTenant, Lessor Landlord and Manager be under the same terms and conditions as the relationship between LesseeTenant, Lessor Landlord and Manager hereunder under this Agreement and under the Management Agreement and the Lease. Any successor to Lessee Tenant under clause (c)(ii) above shall be subject to Manager’s prior written approval, which approval shall not be withheld or delayed if such successor to Lessee Tenant is (i) a direct or indirect wholly-owned subsidiary of LessorLandlord, (ii) a person or entity to whom a Sale of the Hotel is permitted under Section 10.02.A. 10.02.A of the Management Agreement, or (iii) a person or entity who otherwise is approved by Manager in its sole discretion (an “Approved LesseeTenant”).