Common use of Assignment by Lessee Clause in Contracts

Assignment by Lessee. Lessee may transfer or assign its rights and obligations under this Agreement without the consent of Operator but shall deliver to Operator written notice of such transfer or assignment not less than ten (10) days prior to the effective date thereof; provided, however, in the event of the assignment of this Agreement to a party that is not an Affiliate, Operator shall have the right to terminate this Agreement within fifteen (15) days after receipt of written notice of such assignment, which termination will be effective within thirty (30) days of Lessee’s receipt of such termination notice. Any transfer or assignment of this Agreement by Lessee shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall be deemed to require Lessee to assign or attempt to assign this Agreement to any third party, including any buyer of a Hotel. SUBORDINATION Subordination To Mortgage. Operator hereby agrees that this Agreement, including, but not limited to Operator’s Fee, shall in all respects be and is hereby expressly made subordinate and inferior to the liens, security interest and/or any Mortgage and to any promissory note and other indebtedness secured or to be secured thereby and to all other instruments evidencing or securing or to evidence or secure indebtedness, and all amendments, modifications, supplements, consolidations, extensions and revisions of such note and other instruments and any other indebtedness of Lessee or Owner, secured or unsecured. Operator shall execute any and all subordination agreements, estoppel certificates and other documents requested by Lessee or Owner and/or the Holder to further evidence the subordination of this Agreement and Operator’s rights hereunder including without limitation providing any purchaser of a Hotel at a foreclosure sale or deed-in-lieu of foreclosure (including the lender) with the right to terminate this Agreement; provided, however, Lessee shall use its commercially reasonable efforts to obtain from the holder of any Mortgage a nondisturbance agreement, in form reasonably acceptable to Operator providing that this Agreement shall remain in full force and effect notwithstanding the fact that the Mortgage has been foreclosed. Foreclosure. Prior to termination of this Agreement by foreclosure under the Mortgage or by acquisition of the property to be covered by the Mortgage by deed in lieu of foreclosure, Operator shall have the right to enjoy all rights and privileges conferred upon it pursuant to this Agreement, including, without limitation the rights to the Operator’s Fee, and Operator shall incur no liability to the Holder for acting pursuant to the terms of this Agreement; provided, however, Operator shall be required to (and does hereby agree to) repay to the Holder any Operator’s Fee paid to Operator under this Agreement from and after the date which is thirty (30) days after the date of receipt by Operator of a notice of default under the Mortgage, which default is not cured and results in the acceleration of the indebtedness secured by the Mortgage and the ultimate foreclosure of the liens and/or security interest under the Mortgage and/or other acquisition of the property covered thereby by the Holder in lieu of foreclosure. In the event of such foreclosure, Operator shall have the right to terminate this Agreement on thirty (30) days’ written notice to Lessee. Notwithstanding the foregoing, Operator may pursue, as an unsecured creditor, a claim for all amounts due and owing to Operator under this Management Agreement in accordance with the terms of this Section 20.02.

Assignment by Lessee. So long as no Lease Default or Lease Event of Default has occurred and is continuing, Lessee may transfer or assign its rights and obligations under this Agreement may, at Lessee's sole expense, without the consent of Operator Lessor, assign this Lease to any Person; provided, however, that any such Person or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment; provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, substantially in the form of Exhibit A attached hereto, shall have been delivered to Lessor, and (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as Lessor shall reasonably request to ensure that such assignment is expressly subject and subordinate to the Assignment of Lease, the other Debt Documents, the Head Lease and this Lease and is enforceable in accordance with its terms. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment. Notwithstanding any such assignment, Lessee shall not be released from its primary liability hereunder and shall continue to be obligated for all obligations of "Lessee" in this Lease, which obligations shall continue in full force and effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Lessee's liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. In the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of any party; provided Lessor shall not be obligated to deliver to Operator Lessee possession of the Property. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee's interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, Agent and Head Lessor of such transfer or any assignment not less than of this Lease within ten (10) days Business Days prior to the effective date thereof; provided, however, in the event thereof and an executed copy of the agreement of assignment of this Agreement to a party that is not an Affiliate, Operator shall have the right to terminate this Agreement and assumption within fifteen (15) days after receipt of written notice of such assignment, which termination will be effective within thirty (30) days of Lessee’s receipt of such termination notice. Any transfer or assignment of this Agreement by Lessee shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall be deemed to require Lessee to assign or attempt to assign this Agreement to any third party, including any buyer of a Hotel. SUBORDINATION Subordination To Mortgage. Operator hereby agrees that this Agreement, including, but not limited to Operator’s Fee, shall in all respects be and is hereby expressly made subordinate and inferior to the liens, security interest and/or any Mortgage and to any promissory note and other indebtedness secured or to be secured thereby and to all other instruments evidencing or securing or to evidence or secure indebtedness, and all amendments, modifications, supplements, consolidations, extensions and revisions of such note and other instruments and any other indebtedness of Lessee or Owner, secured or unsecured. Operator shall execute any and all subordination agreements, estoppel certificates and other documents requested by Lessee or Owner and/or the Holder to further evidence the subordination of this Agreement and Operator’s rights hereunder including without limitation providing any purchaser of a Hotel at a foreclosure sale or deed-in-lieu of foreclosure (including the lender) with the right to terminate this Agreement; provided, however, Lessee shall use its commercially reasonable efforts to obtain from the holder of any Mortgage a nondisturbance agreement, in form reasonably acceptable to Operator providing that this Agreement shall remain in full force and effect notwithstanding the fact that the Mortgage has been foreclosed. Foreclosure. Prior to termination of this Agreement by foreclosure under the Mortgage or by acquisition of the property to be covered by the Mortgage by deed in lieu of foreclosure, Operator shall have the right to enjoy all rights and privileges conferred upon it pursuant to this Agreement, including, without limitation the rights to the Operator’s Fee, and Operator shall incur no liability to the Holder for acting pursuant to the terms of this Agreement; provided, however, Operator shall be required to (and does hereby agree to) repay to the Holder any Operator’s Fee paid to Operator under this Agreement from and after the date which is thirty (30) days after the date execution thereof. To the extent an assignee of receipt by Operator this Lease fails to perform on behalf of a notice Lessee the obligations of default under Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the Mortgage, which default is not cured and results rights of Lessor as against such assignee in the acceleration of the indebtedness secured by the Mortgage and the ultimate foreclosure of the liens and/or security interest under the Mortgage and/or other acquisition of the property covered thereby by the Holder in lieu of foreclosure. In the event respect of such foreclosure, Operator shall have the right to terminate this Agreement on thirty (30) days’ written notice to Lessee. Notwithstanding the foregoing, Operator may pursue, as an unsecured creditor, a claim for all amounts due and owing to Operator under this Management Agreement in accordance with the terms of this Section 20.02performance.

Assignment by Lessee. So long as no Lease Event of Default has occurred and is continuing, Lessee may transfer or assign its rights and obligations under this Agreement may, at Lessee’s sole expense, without the consent of Operator Lessor, assign this Lease for a period that does not extend beyond the Lease Term, to (A) any Affiliate of Lessee or Guarantor or (B) any Replacement Guarantor (as defined in the Guaranty), or any Affiliate of a Replacement Guarantor, provided, however, that in each case any such Person or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall be deemed any merger or consolidation of Lessee which would violate the provisions of (I) or (II) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, reasonably acceptable to Lessor, Servicer, Indenture Trustee and Lessee, shall have been delivered to Lessor, the Servicer and the Indenture Trustee, (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee shall reasonably request to ensure that such assignment is subject to the Assignment of Lease, the other Debt Documents and this Lease and is enforceable, and (iii) the Guarantor delivers a reaffirmation of guaranty in form reasonably acceptable to Guarantor, Lessor and the Servicer, acting on behalf of the Indenture Trustee. Notwithstanding any such assignment, neither Lessee (except as provided below) nor the Guarantor (except as provided in the Guaranty) shall be released from its primary liability hereunder and shall continue to be obligated for all obligations of “Lessee” in this Lease, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (unless Lessee shall be released from its obligations hereunder as provided below) (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Unless Lessee shall be released from its obligations hereunder, as provided below, Lessee’s liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. Unless Lessee shall be released from its obligations hereunder, as provided below, in the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Operator Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Upon such an assignment with the third sentence of this Section 11.1, Lessee (but not Guarantor) shall be released from its obligations under this Lease provided that Guarantor (or the Replacement Guarantor, as applicable) delivers to Lessor and the Indenture Trustee a reaffirmation of its guaranty, in form and scope acceptable to Lessor and the Indenture Trustee. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer and the Indenture Trustee of such transfer or any proposed assignment not less than ten of this Lease at least thirty (1030) days Business Days prior to the effective date thereof; provided, however, in the event thereof and an executed copy of the approved agreement of assignment of this Agreement to a party that is not an Affiliate, Operator shall have the right to terminate this Agreement and assumption within fifteen (15) days after receipt of written notice of such assignment, which termination will be effective within thirty (30) days of Lessee’s receipt of such termination notice. Any transfer or assignment of this Agreement by Lessee shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall be deemed to require Lessee to assign or attempt to assign this Agreement to any third party, including any buyer of a Hotel. SUBORDINATION Subordination To Mortgage. Operator hereby agrees that this Agreement, including, but not limited to Operator’s Fee, shall in all respects be and is hereby expressly made subordinate and inferior to the liens, security interest and/or any Mortgage and to any promissory note and other indebtedness secured or to be secured thereby and to all other instruments evidencing or securing or to evidence or secure indebtedness, and all amendments, modifications, supplements, consolidations, extensions and revisions of such note and other instruments and any other indebtedness of Lessee or Owner, secured or unsecured. Operator shall execute any and all subordination agreements, estoppel certificates and other documents requested by Lessee or Owner and/or the Holder to further evidence the subordination of this Agreement and Operator’s rights hereunder including without limitation providing any purchaser of a Hotel at a foreclosure sale or deed-in-lieu of foreclosure (including the lender) with the right to terminate this Agreement; provided, however, Lessee shall use its commercially reasonable efforts to obtain from the holder of any Mortgage a nondisturbance agreement, in form reasonably acceptable to Operator providing that this Agreement shall remain in full force and effect notwithstanding the fact that the Mortgage has been foreclosed. Foreclosure. Prior to termination of this Agreement by foreclosure under the Mortgage or by acquisition of the property to be covered by the Mortgage by deed in lieu of foreclosure, Operator shall have the right to enjoy all rights and privileges conferred upon it pursuant to this Agreement, including, without limitation the rights to the Operator’s Fee, and Operator shall incur no liability to the Holder for acting pursuant to the terms of this Agreement; provided, however, Operator shall be required to (and does hereby agree to) repay to the Holder any Operator’s Fee paid to Operator under this Agreement from and after the date which is thirty (30) days after the date execution thereof. To the extent an assignee of receipt by Operator this Lease fails to perform on behalf of a notice Lessee the obligations of default under Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the Mortgage, which default is not cured and results rights of Lessor as against such assignee in the acceleration of the indebtedness secured by the Mortgage and the ultimate foreclosure of the liens and/or security interest under the Mortgage and/or other acquisition of the property covered thereby by the Holder in lieu of foreclosure. In the event respect of such foreclosure, Operator shall have the right performance. Lessor acknowledges that pursuant to terminate this Agreement on thirty (30) days’ written notice to Lessee. Notwithstanding the foregoing, Operator may pursue, as an unsecured creditor, a claim for all amounts due and owing to Operator under this Management Agreement in accordance with the terms of this the Guaranty, the Guarantor may be replaced (and released) upon satisfaction of the conditions set forth in Section 20.0221 of the Guaranty.

Assignment by Lessee. So long as no Lease Event of Default has occurred and is continuing, Lessee may transfer or assign its rights and obligations under this Agreement may, at Lessee’s sole expense, without the consent of Operator but shall deliver Lessor, assign this Lease for a period that does not extend beyond the Lease Term, to Operator written notice of such transfer or assignment not less than ten (10) days prior to the effective date thereof; any Person, provided, however, that any such Person or other Person is not a debtor or debtor-in- possession in a voluntary or involuntary bankruptcy proceeding at the event commencement of the assignment. For purposes hereof, an assignment shall include a merger or consolidation of this Agreement to Lessee. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a party that is not fully executed copy of an Affiliate, Operator assignment and assumption agreement shall have been delivered to Lessor and the right Lender, and (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Lender shall reasonably request to terminate this Agreement within fifteen (15) days after receipt of written notice of ensure that such assignment is subject to the Mortgage and any related debt documents. Notwithstanding any such assignment, Lessee shall not be released from its primary liability hereunder and shall continue to be obligated for all obligations of “Lessee” in this Lease, which termination obligations shall continue in full effect as obligations of a principal and not of a guarantor, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (a) to receive a duplicate copy of each notice of default sent by Lessor to any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by any assignee under the Lease within thirty (30) days of the cure period provided for hereunder. Lessee’s receipt of such termination notice. Any transfer or assignment liability hereunder shall continue notwithstanding the rejection of this Agreement Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. In the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be re-instituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee shall include an express assumption or any entity holding by the transferee or assignee of through Lessee but Lessee may, in Lessor’s name, but at Lessee’s obligations hereunderexpense, take such action as it deems appropriate to have such assignee removed from the Property. Lessor shall reasonably cooperate with Lessee in such efforts. Nothing herein shall be deemed construed to require permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or attempt nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to assign this Agreement to Lessor and the Lender of any third party, including any buyer of a Hotel. SUBORDINATION Subordination To Mortgage. Operator hereby agrees that this Agreement, including, but not limited to Operator’s Fee, shall in all respects be and is hereby expressly made subordinate and inferior to the liens, security interest and/or any Mortgage and to any promissory note and other indebtedness secured or to be secured thereby and to all other instruments evidencing or securing or to evidence or secure indebtedness, and all amendments, modifications, supplements, consolidations, extensions and revisions of such note and other instruments and any other indebtedness of Lessee or Owner, secured or unsecured. Operator shall execute any and all subordination agreements, estoppel certificates and other documents requested by Lessee or Owner and/or the Holder to further evidence the subordination assignment of this Agreement and Operator’s rights hereunder including without limitation providing any purchaser of a Hotel at a foreclosure sale or deed-in-lieu of foreclosure (including the lender) with the right to terminate this Agreement; provided, however, Lessee shall use its commercially reasonable efforts to obtain from the holder of any Mortgage a nondisturbance agreement, in form reasonably acceptable to Operator providing that this Agreement shall remain in full force and effect notwithstanding the fact that the Mortgage has been foreclosed. Foreclosure. Prior to termination of this Agreement by foreclosure under the Mortgage or by acquisition of the property to be covered by the Mortgage by deed in lieu of foreclosure, Operator shall have the right to enjoy all rights and privileges conferred upon it pursuant to this Agreement, including, without limitation the rights to the Operator’s Fee, and Operator shall incur no liability to the Holder for acting pursuant to the terms of this Agreement; provided, however, Operator shall be required to (and does hereby agree to) repay to the Holder any Operator’s Fee paid to Operator under this Agreement from and after the date which is Lease within thirty (30) days after the effective date of receipt by Operator of a notice of default under the Mortgage, which default is not cured thereof and results in the acceleration an executed copy of the indebtedness secured by the Mortgage approved agreement of assignment and the ultimate foreclosure of the liens and/or security interest under the Mortgage and/or other acquisition of the property covered thereby by the Holder in lieu of foreclosure. In the event of such foreclosure, Operator shall have the right to terminate this Agreement on assumption within thirty (30) days’ written notice to Lesseedays after the execution thereof. Notwithstanding To the foregoing, Operator may pursue, as extent an unsecured creditor, a claim for all amounts due and owing to Operator under this Management Agreement in accordance with the terms assignee of this Section 20.02Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance.

Assignment by Lessee. Lessee may transfer shall not assign this Lease or assign its rights and obligations under this Agreement any interest therein, nor sublet the Premises or any part thereof or any right or privilege appurtenant thereto, nor permit any other person, firm or entity to occupy or use the Premises or any portion thereof without first obtaining the written consent of Operator but Lessor, which consent shall deliver not be unreasonably withheld or delayed. Lessor shall have the right, at its option, to Operator written notice terminate this Lease as to any portion of the Premises covered by a proposed assignment or sublease, or to approve any such transfer assignment or sublease only upon the condition that (a) 50% of all rentals, after all reasonable expenses associated with the assignment not less than ten (10) days prior or sublease are deducted, paid by the assignee or sublessee in excess of the rentals due from Lessee hereunder, shall be paid directly to Lessor, the effective date thereof; provided, howeverproposed assignee or sublessee is financially capable of assuming Lessee's obligations hereunder, in the event sole judgment of Lessor, and (b) the proposed assignee or sublessee agrees to use the Premises only for the uses permitted by Lessee under this Lease, and to comply with all of the assignment other terms and conditions of this Agreement Lease. Notwithstanding anything contained herein to a party that is not an Affiliatethe contrary, Operator shall have the right if Lessor elects to terminate the Lease pursuant to this Agreement Section 33, Lessee, no more than once during the initial Term, may rescind its request to assign the Lease or sublet the Premises within fifteen (15) 10 business days after receipt of written Lessor's notice of such termination. Consent by Lessor to one assignment, which termination will be effective within thirty (30) days of Lessee’s receipt of such termination notice. Any transfer subletting, occupation or assignment of this Agreement use by Lessee another person shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall not be deemed to require be a consent to any subsequent assignment, subletting, occupation or use by the same or another person. Consent to an assignment or sublease shall not release Lessee from liability for the continued performance of the terms and provisions to be kept and performed by Lessee hereunder, unless Lessor specifically and in writing releases Lessee from said liability. In addition, an amendment, modification, or extension of the Lease after the assignment or sublease shall not release Lessee from liability for the continued performance of the terms and provisions to be performed by Lessee hereunder. Any assignment or subletting by operation of law or otherwise, (including without limitation, a transfer of controlling interest in Lessee to assign any other person, firm or attempt to assign entity) without the prior written reasonable consent of Lessor, shall be void and shall, at the option of Lessor, terminate this Agreement to any third party, including any buyer of a HotelLease. SUBORDINATION Subordination To Mortgage. Operator hereby Lessee covenants and agrees that this Agreementwhen the prior written consent of Lessor is obtained, includingand in the event the subletting or assignment is to be arranged through public advertisement or listing of any kind, but not limited Lessee will treat all applications for sublease or assignment in a uniform manner and will award leases according to Operator’s Feeobjective standards. No decision on any application shall be made on the grounds of the applicant's race, shall in all respects be and is hereby expressly made subordinate and inferior color, religion, sex, handicap, familial status, or national origin. Notwithstanding anything contained to the lienscontrary, security interest and/or any Mortgage and to any promissory note and other indebtedness secured or to be secured thereby and to all other instruments evidencing or securing or to evidence or secure indebtedness, and all amendments, modifications, supplements, consolidations, extensions and revisions of such note and other instruments and any other indebtedness of Lessee or Owner, secured or unsecured. Operator shall execute any and all subordination agreements, estoppel certificates and other documents requested by Lessee or Owner and/or the Holder to further evidence the subordination of this Agreement and Operator’s rights hereunder including without limitation providing any purchaser of a Hotel at a foreclosure sale or deed-in-lieu of foreclosure (including the lender) with the right to terminate this Agreement; provided, however, Lessee shall use its commercially reasonable efforts to obtain from the holder of any Mortgage a nondisturbance agreement, in form reasonably acceptable to Operator providing that this Agreement shall remain in full force and effect notwithstanding the fact it is agreed that the Mortgage has been foreclosed. Foreclosure. Prior to termination of requirement for prior written consent in this Agreement Section 33, an assignment or subletting by foreclosure under the Mortgage or by acquisition operation of the property transfer of the controlling interest in Lessee relates to be covered by the Mortgage by deed in lieu protection of foreclosure, Operator shall have the right to enjoy all Lessor's economic rights and privileges conferred upon it pursuant to this Agreement, including, without limitation the rights to the Operator’s Fee, and Operator shall incur no liability to the Holder for acting pursuant to the terms of this Agreement; provided, however, Operator shall be required to (and does hereby agree to) repay to the Holder any Operator’s Fee paid to Operator interests under this Agreement from Lease. The requirement for receiving Lessor's prior written consent shall not be necessary if any such transfer does not have an adverse impact on Lessor's economic rights and after the date which is thirty (30) days after the date of receipt by Operator of a notice of default under the Mortgage, which default is not cured and results in the acceleration interests. "Transfer of the indebtedness secured by the Mortgage and the ultimate foreclosure of the liens and/or security interest under the Mortgage and/or other acquisition of the property covered thereby by the Holder in lieu of foreclosure. In the event of such foreclosurecontrolling interest", Operator shall have the right to terminate this Agreement on thirty (30) days’ written notice to Lessee. Notwithstanding the foregoing, Operator may pursue, as an unsecured creditor, a claim for all amounts due and owing to Operator under this Management Agreement in accordance with the terms purposes of this Section 20.0233 is defined to mean the transfer or accumulation, by or in any one entity or person, of twenty percent (20%) or more of the corporate shares or the voting rights that accompany ownership of corporate shares.

Assignment by Lessee. So long as no Lease Event of Default has occurred and is continuing, Lessee may transfer or assign its rights and obligations under this Agreement may, at Lessee's sole expense, without the consent of Operator but Lessor, assign this Lease for a period that does not extend beyond the Lease Term, to any Person, PROVIDED, HOWEVER, that any such Person or other Person is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in- possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall deliver to Operator written notice include a merger or consolidation of such transfer or assignment not less than ten (10) days prior to Lessee. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date thereof; provided, however, in the event of the assignment, PROVIDED, HOWEVER, that no such assignment shall become effective until (i) a fully executed copy of this Agreement to a party that is not an Affiliate, Operator assignment and assumption agreement shall have been delivered to Lessor and the right Lender, and (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Lender shall reasonably request to terminate this Agreement within fifteen (15) days after receipt of written notice of ensure that such assignment is subject to the Mortgage and any related debt documents. Notwithstanding any such assignment, Lessee shall not be released from its primary liability hereunder and shall continue to be obligated for all obligations of "Lessee" in this Lease, which termination obligations shall continue in full effect as obligations of a principal and not of a guarantor, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (a) to receive a duplicate copy of each notice of default sent by Lessor to any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by any assignee under the Lease within thirty (30) days of the cure period provided for hereunder. Lessee’s receipt of such termination notice. Any transfer or assignment 's liability hereunder shall continue notwithstanding the rejection of this Agreement Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. In the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be re-instituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee but Lessee may, in Lessor's name, but at Lessee's expense, take such action as it deems appropriate to have such assignee removed from the Property. Lessor shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunderreasonably cooperate with Lessee in such efforts. Nothing herein shall be deemed construed to require permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or attempt nature whatsoever Lessee's interest under this Lease in whole or in part. Lessee shall provide written notice to assign this Agreement to Lessor and the Lender of any third party, including any buyer of a Hotel. SUBORDINATION Subordination To Mortgage. Operator hereby agrees that this Agreement, including, but not limited to Operator’s Fee, shall in all respects be and is hereby expressly made subordinate and inferior to the liens, security interest and/or any Mortgage and to any promissory note and other indebtedness secured or to be secured thereby and to all other instruments evidencing or securing or to evidence or secure indebtedness, and all amendments, modifications, supplements, consolidations, extensions and revisions of such note and other instruments and any other indebtedness of Lessee or Owner, secured or unsecured. Operator shall execute any and all subordination agreements, estoppel certificates and other documents requested by Lessee or Owner and/or the Holder to further evidence the subordination assignment of this Agreement and Operator’s rights hereunder including without limitation providing any purchaser of a Hotel at a foreclosure sale or deed-in-lieu of foreclosure (including the lender) with the right to terminate this Agreement; provided, however, Lessee shall use its commercially reasonable efforts to obtain from the holder of any Mortgage a nondisturbance agreement, in form reasonably acceptable to Operator providing that this Agreement shall remain in full force and effect notwithstanding the fact that the Mortgage has been foreclosed. Foreclosure. Prior to termination of this Agreement by foreclosure under the Mortgage or by acquisition of the property to be covered by the Mortgage by deed in lieu of foreclosure, Operator shall have the right to enjoy all rights and privileges conferred upon it pursuant to this Agreement, including, without limitation the rights to the Operator’s Fee, and Operator shall incur no liability to the Holder for acting pursuant to the terms of this Agreement; provided, however, Operator shall be required to (and does hereby agree to) repay to the Holder any Operator’s Fee paid to Operator under this Agreement from and after the date which is Lease within thirty (30) days after the effective date of receipt by Operator of a notice of default under the Mortgage, which default is not cured thereof and results in the acceleration an executed copy of the indebtedness secured by the Mortgage approved agreement of assignment and the ultimate foreclosure of the liens and/or security interest under the Mortgage and/or other acquisition of the property covered thereby by the Holder in lieu of foreclosure. In the event of such foreclosure, Operator shall have the right to terminate this Agreement on assumption within thirty (30) days’ written notice to Lesseedays after the execution thereof. Notwithstanding To the foregoing, Operator may pursue, as extent an unsecured creditor, a claim for all amounts due and owing to Operator under this Management Agreement in accordance with the terms assignee of this Section 20.02Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance.

Assignment by Lessee. So long as no Lease Event of Default has occurred and is continuing, Lessee may transfer or assign its rights and obligations under this Agreement may, at Lessee’s sole expense, without the consent of Operator but shall deliver Lessor, (but, except for assignments to Operator written notice an Affiliate of such transfer or assignment Lessee, not less than ten (10) days prior to occupancy by Lessee of the effective date thereof; Improvements following construction thereof in accordance with the provisions of Article 4 of this Lease) assign this Lease for a period that does not extend beyond the Lease Term, to any Person, provided, however, that any such Person or other Person is not a debtor or debtor-in- possession in a voluntary or involuntary bankruptcy proceeding at the event commencement of the assignment. For purposes hereof, an assignment shall include a merger or consolidation of this Agreement to Lessee. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a party that is not fully executed copy of an Affiliate, Operator assignment and assumption agreement shall have been delivered to Lessor and the right Lender, and (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Lender shall reasonably request to terminate this Agreement within fifteen (15) days after receipt of written notice of ensure that such assignment is subject to the Mortgage and any related debt documents. Notwithstanding any such assignment, Lessee shall not be released from its primary liability hereunder and shall continue to be obligated for all obligations of “Lessee” in this Lease, which termination obligations shall continue in full effect as obligations of a principal and not of a guarantor, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (a) to receive a duplicate copy of each notice of default sent by Lessor to any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by any assignee under the Lease within thirty (30) days of the cure period provided for hereunder. Lessee’s receipt of such termination notice. Any transfer or assignment liability hereunder shall continue notwithstanding the rejection of this Agreement Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. In the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be re-instituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee shall include an express assumption or any entity holding by the transferee or assignee of through Lessee but Lessee may, in Lessor’s name, but at Lessee’s obligations hereunderexpense, take such action as it deems appropriate to have such assignee removed from the Property. Lessor shall reasonably cooperate with Lessee in such efforts. Nothing herein shall be deemed construed to require permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or attempt nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to assign this Agreement to Lessor and the Lender of any third party, including any buyer of a Hotel. SUBORDINATION Subordination To Mortgage. Operator hereby agrees that this Agreement, including, but not limited to Operator’s Fee, shall in all respects be and is hereby expressly made subordinate and inferior to the liens, security interest and/or any Mortgage and to any promissory note and other indebtedness secured or to be secured thereby and to all other instruments evidencing or securing or to evidence or secure indebtedness, and all amendments, modifications, supplements, consolidations, extensions and revisions of such note and other instruments and any other indebtedness of Lessee or Owner, secured or unsecured. Operator shall execute any and all subordination agreements, estoppel certificates and other documents requested by Lessee or Owner and/or the Holder to further evidence the subordination assignment of this Agreement and Operator’s rights hereunder including without limitation providing any purchaser of a Hotel at a foreclosure sale or deed-in-lieu of foreclosure (including the lender) with the right to terminate this Agreement; provided, however, Lessee shall use its commercially reasonable efforts to obtain from the holder of any Mortgage a nondisturbance agreement, in form reasonably acceptable to Operator providing that this Agreement shall remain in full force and effect notwithstanding the fact that the Mortgage has been foreclosed. Foreclosure. Prior to termination of this Agreement by foreclosure under the Mortgage or by acquisition of the property to be covered by the Mortgage by deed in lieu of foreclosure, Operator shall have the right to enjoy all rights and privileges conferred upon it pursuant to this Agreement, including, without limitation the rights to the Operator’s Fee, and Operator shall incur no liability to the Holder for acting pursuant to the terms of this Agreement; provided, however, Operator shall be required to (and does hereby agree to) repay to the Holder any Operator’s Fee paid to Operator under this Agreement from and after the date which is Lease within thirty (30) days after the effective date of receipt by Operator of a notice of default under the Mortgage, which default is not cured thereof and results in the acceleration an executed copy of the indebtedness secured by the Mortgage approved agreement of assignment and the ultimate foreclosure of the liens and/or security interest under the Mortgage and/or other acquisition of the property covered thereby by the Holder in lieu of foreclosure. In the event of such foreclosure, Operator shall have the right to terminate this Agreement on assumption within thirty (30) days’ written notice to Lesseedays after the execution thereof. Notwithstanding To the foregoing, Operator may pursue, as extent an unsecured creditor, a claim for all amounts due and owing to Operator under this Management Agreement in accordance with the terms assignee of this Section 20.02Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance.

Assignment by Lessee. Lessee may transfer or assign its rights and obligations under this Agreement without Without the written consent of Operator but LESSOR first obtained in each case, which cannot be unreasonably withheld, LESSEE shall deliver to Operator written notice of such transfer not assign, transfer, mortgage, pledge, or assignment not less than ten (10) days prior to the effective date thereof; provided, however, in the event of the assignment otherwise encumber or dispose of this Agreement to a party that is not an AffiliateLease for the Term hereof, Operator shall have or underlet the right to terminate this Agreement within fifteen (15) days after receipt of written notice of such assignment, which termination will be effective within thirty (30) days of Lessee’s receipt of such termination notice. Any transfer Leased Premises or assignment of this Agreement by Lessee shall include an express assumption by any part thereof or permit the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall be deemed to require Lessee to assign or attempt to assign this Agreement to any third party, including any buyer of a Hotel. SUBORDINATION Subordination To Mortgage. Operator hereby agrees that this Agreement, including, but not limited to Operator’s Fee, shall in all respects be and is hereby expressly made subordinate and inferior to the liens, security interest and/or any Mortgage and to any promissory note and other indebtedness secured or Leased Premises to be secured thereby and occupied by other persons, unless such sub-Lessee, assignee or transferee, is a related entity in which LESSEE holds an ownership interest. Lessor’s consent to all other instruments evidencing such assignment or securing or to evidence or secure indebtedness, and all amendments, modifications, supplements, consolidations, extensions and revisions of such note and other instruments and any other indebtedness of sublet does not release Lessee or Owner, secured or unsecured. Operator shall execute any and all subordination agreements, estoppel certificates and other documents requested by Lessee or Owner and/or the Holder to further evidence the subordination of this Agreement and Operator’s rights hereunder including without limitation providing any purchaser of a Hotel at a foreclosure sale or deed-in-lieu of foreclosure (including the lender) from full responsibility in accordance with the right to terminate terms and conditions set forth in this Agreement; provided, however, Lessee shall use its commercially reasonable efforts to obtain from the holder of any Mortgage a nondisturbance agreement, in form reasonably acceptable to Operator providing that this Agreement shall remain in full force and effect notwithstanding the fact that the Mortgage has been foreclosed. Foreclosure. Prior to termination of this Agreement by foreclosure under the Mortgage or by acquisition of the property to be covered by the Mortgage by deed in lieu of foreclosure, Operator shall have the right to enjoy all rights and privileges conferred upon it pursuant to this Agreement, including, without limitation the rights to the Operator’s Fee, and Operator shall incur no liability to the Holder for acting pursuant to the terms of this Agreement; provided, however, Operator shall be required to (and does hereby agree to) repay to the Holder any Operator’s Fee paid to Operator under this Agreement from and after the date which is thirty (30) days after the date of receipt by Operator of a notice of default under the Mortgage, which default is not cured and results in the acceleration of the indebtedness secured by the Mortgage and the ultimate foreclosure of the liens and/or security interest under the Mortgage and/or other acquisition of the property covered thereby by the Holder in lieu of foreclosureLease. In the event of such foreclosureassignment or sublet, Operator it will be the responsibility of Lessee to assure the existence and maintenance of current and valid occupational permits and general liability insurance for every occupant of the leased premises. If this Lease is assigned, or if the Leased Premises or any part thereof are underlet or occupied by anybody other than the LESSEE, the LESSOR may after default by the LESSEE collect or accept rent and pro rata expense payments from the assignee, sub-Lessee, or occupant and apply the net amount collected or accepted to the rent herein reserved, but no such collection or acceptance shall have be deemed a waiver of this covenant or the right acceptance of the assignee, sub-Lessee or occupant as LESSEE, nor shall it be construed as, or implied to terminate this Agreement on thirty (30) days’ written notice to Lessee. Notwithstanding the foregoing, Operator may pursue, as an unsecured creditorbe, a claim for all amounts due release of the LESSEE from the further observance and owing to Operator under this Management Agreement in accordance with performance by the terms LESSEE of this Section 20.02the term, provisions, covenants and conditions herein contained. Any costs incurred by LESSOR arising from LESSEE’S assignment, including attorney’s fees shall be paid by LESSEE.

Assignment by Lessee. Without limiting the provisions of Article VII hereof, this Agreement, the Leased Property (or any portion thereof or any interest therein), and the rights, privileges, obligations, and responsibilities of Lessee under this Agreement may be transferred or assigned, in whole or in part and from time to time, by Lessee without the prior written approval of Ground Lessor, provided that (a) the proposed assignee or transferee has the financial capability to comply with this Agreement at the time of the applicable assignment or transfer and (b) the proposed assignee or assign its transferee agrees in writing to use the Leased Property for business or professional offices, with not less than 3,000 square feet of space within the Project Improvements being used as a full-service banking facility. It is further agreed that Ground Lessor's approval shall not be required for, and Lessee is hereby fully entitled to make, an assignment of this Agreement and Lessee's rights and interest hereunder, in whole or in part, to any financial institution or business entity which is acquiring, is being acquired by, is merging with, or is otherwise being consolidated with Lessee. A Permitted Assignee shall succeed to the rights of Lessee under this Agreement, subject, however, to all duties, covenants, and obligations of Lessee under this Agreement. Upon a permitted assignment by Lessee of all of Lessee's right, title, and interest in and to the Leased Property (or upon any further permitted assignment by a Permitted Assignee) in accordance with the requirements of this Section 8.04, Lessee (or said assigning Permitted Assignee) shall be released from any duties, covenants, or obligations under this Agreement without the consent arising out of Operator but shall deliver or in connection with events occurring subsequent to Operator written notice of such transfer or assignment not less than ten (10) days prior to the effective date thereof; provided, however, in the event of the assignment of this Agreement to a party that is not an Affiliate, Operator shall have the right to terminate this Agreement within fifteen (15) days after receipt of written notice of such assignment, which termination will be effective within thirty (30) days of Lessee’s receipt of such termination notice. Any transfer or assignment of this Agreement by Lessee shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall be deemed to require Lessee to assign or attempt to assign this Agreement to any third party, including any buyer of a Hotel. SUBORDINATION Subordination To Mortgage. Operator hereby agrees that this Agreement, including, but not limited to Operator’s Fee, shall in all respects be and is hereby expressly made subordinate and inferior to the liens, security interest and/or any Mortgage and to any promissory note and other indebtedness secured or to be secured thereby and to all other instruments evidencing or securing or to evidence or secure indebtedness, and all amendments, modifications, supplements, consolidations, extensions and revisions of such note and other instruments and any other indebtedness of Lessee or Owner, secured or unsecured. Operator shall execute any and all subordination agreements, estoppel certificates and other documents requested by Lessee or Owner and/or the Holder to further evidence the subordination of this Agreement and Operator’s rights hereunder including without limitation providing any purchaser of a Hotel at a foreclosure sale or deed-in-lieu of foreclosure (including the lender) with the right to terminate this Agreement; provided, however, Lessee shall use its commercially reasonable efforts to obtain from the holder of any Mortgage a nondisturbance agreement, in form reasonably acceptable to Operator providing that this Agreement shall remain in full force and effect notwithstanding the fact that the Mortgage has been foreclosed. Foreclosure. Prior to termination of this Agreement by foreclosure under the Mortgage or by acquisition of the property to be covered by the Mortgage by deed in lieu of foreclosure, Operator shall have the right to enjoy all rights and privileges conferred upon it pursuant to this Agreement, including, without limitation the rights to the Operator’s Fee, and Operator shall incur no liability to the Holder for acting pursuant to the terms of this Agreement; provided, however, Operator shall be required to (and does hereby agree to) repay to the Holder any Operator’s Fee paid to Operator under this Agreement from and after the date which is thirty (30) days after the date of receipt by Operator said permitted assignment, without the express approval of a notice of default under the Mortgage, which default is not cured and results in the acceleration of the indebtedness secured by the Mortgage and the ultimate foreclosure of the liens and/or security interest under the Mortgage and/or other acquisition of the property covered thereby by the Holder in lieu of foreclosure. In the event of such foreclosure, Operator shall have the right to terminate this Agreement on thirty (30) days’ written notice to Lessee. Notwithstanding the foregoing, Operator may pursue, as an unsecured creditor, a claim for all amounts due and owing to Operator under this Management Agreement in accordance with the terms of this Section 20.02Ground Lessor.

Assignment by Lessee. So long as no Lease Event of Default has occurred and is continuing, Lessee may transfer may, subject to Lessor's prior written consent (which consent shall not b unreasonably withheld, conditioned or delayed) and at Lessee's sole expense, assign this Lease for a period that does not extend beyond the Lease Term, to any Person, provided, however, that any such Person or other Person is not (I) a tax exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor in possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall be deemed any merger or consolidation of Lessee which would violate the provisions of (I) or (II) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until a fully executed copy of an assignment and assumption agreement, in a form reasonably acceptable to Lessor, shall have been delivered to Lessor. Notwithstanding any such assignment, neither Lessee nor the Guarantor, if any, shall be released from its primary liability hereunder and shall continue to be obligated for all obligations of "Lessee" in this Lease, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignee, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Lessee's liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. In the event Lessee assigns this Lease and obligations it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee's interest under this Agreement without the consent of Operator but Lease in whole or in part. Lessee shall deliver to Operator provide written notice to Lessor of such transfer or any assignment not less than ten of this Lease at least thirty (1030) days Business Days prior to the effective date thereof; provided, however, in the event thereof and an executed copy of the approved agreement of assignment of this Agreement to a party that is not an Affiliate, Operator shall have the right to terminate this Agreement and assumption within fifteen (15) days after receipt of written notice of such assignment, which termination will be effective within thirty (30) days of Lessee’s receipt of such termination notice. Any transfer or assignment of this Agreement by Lessee shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall be deemed to require Lessee to assign or attempt to assign this Agreement to any third party, including any buyer of a Hotel. SUBORDINATION Subordination To Mortgage. Operator hereby agrees that this Agreement, including, but not limited to Operator’s Fee, shall in all respects be and is hereby expressly made subordinate and inferior to the liens, security interest and/or any Mortgage and to any promissory note and other indebtedness secured or to be secured thereby and to all other instruments evidencing or securing or to evidence or secure indebtedness, and all amendments, modifications, supplements, consolidations, extensions and revisions of such note and other instruments and any other indebtedness of Lessee or Owner, secured or unsecured. Operator shall execute any and all subordination agreements, estoppel certificates and other documents requested by Lessee or Owner and/or the Holder to further evidence the subordination of this Agreement and Operator’s rights hereunder including without limitation providing any purchaser of a Hotel at a foreclosure sale or deed-in-lieu of foreclosure (including the lender) with the right to terminate this Agreement; provided, however, Lessee shall use its commercially reasonable efforts to obtain from the holder of any Mortgage a nondisturbance agreement, in form reasonably acceptable to Operator providing that this Agreement shall remain in full force and effect notwithstanding the fact that the Mortgage has been foreclosed. Foreclosure. Prior to termination of this Agreement by foreclosure under the Mortgage or by acquisition of the property to be covered by the Mortgage by deed in lieu of foreclosure, Operator shall have the right to enjoy all rights and privileges conferred upon it pursuant to this Agreement, including, without limitation the rights to the Operator’s Fee, and Operator shall incur no liability to the Holder for acting pursuant to the terms of this Agreement; provided, however, Operator shall be required to (and does hereby agree to) repay to the Holder any Operator’s Fee paid to Operator under this Agreement from and after the date which is thirty (30) days after the date execution thereof. To the extent an assignee of receipt by Operator this Lease fails to perform on behalf of a notice Lessee the obligations of default under Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the Mortgage, which default is not cured and results rights of Lessor as against such assignee in the acceleration of the indebtedness secured by the Mortgage and the ultimate foreclosure of the liens and/or security interest under the Mortgage and/or other acquisition of the property covered thereby by the Holder in lieu of foreclosure. In the event respect of such foreclosure, Operator shall have the right to terminate this Agreement on thirty (30) days’ written notice to Lessee. Notwithstanding the foregoing, Operator may pursue, as an unsecured creditor, a claim for all amounts due and owing to Operator under this Management Agreement in accordance with the terms of this Section 20.02performance.

Assignment by Lessee. LESSEE MAY NOT ASSIGN ANY LEASE OR ANY OF ITS RIGHTS HEREUNDER OR SUBLEASE THE PROPERTY WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR OR ITS ASSIGNS, WHICH SHALL NOT BE UNREASONABLY WITHHELD. NO PERMITTED ASSIGNMENT OR SUBLEASE SHALL RELIEVE LESSEE OF ANY OF ITS OBLIGATIONS HEREUNDER. If Lessee may transfer or assign its rights and obligations under this Agreement without the consent of Operator but shall deliver to Operator written notice of such transfer or assignment not less than ten (10) days prior to the effective date thereof; provided, however, in the event of the assignment of this Agreement to a party that is not an Affiliate, Operator shall have the right to terminate this Agreement within fifteen (15) days after receipt of written notice of such assignment, which termination will be effective within thirty (30) days of Lessee’s receipt of such termination notice. Any transfer or assignment of this Agreement by Lessee shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall be deemed to require Lessee to assign or attempt desires to assign this Agreement Lease, as provided above, to a new person or entity (a “New Lessee”), for any third party, including any buyer of a Hotel. SUBORDINATION Subordination To Mortgage. Operator hereby agrees that this Agreementreason, including, but not limited to, a consolidation, merger, or conveyance, acquisition or lease of all or substantially all of Lessee’s assets to Operatora New Lessee or a sale or more than 50% of Lessee’s Feeequity ownership to a New Lessee (collectively, shall in all respects be and is hereby expressly made subordinate and inferior an “Assignment”), then at least thirty (30) days prior to the liensconsummation of the Assignment, security interest and/or any Mortgage Lessee shall give Lessor written notice of the proposed Assignment and shall cause the New Lessee to any promissory note provide Lessor with such documents and other indebtedness secured reports, including but not limited to financial statements and summaries, as may be reasonably requested by Lessor and shall request that the New Lessee execute and deliver to Lessor an agreement satisfactory in form and substance to Lessor, in its reasonable discretion, containing the New Lessee’s effective assumption of the Lease and its agreement to pay, perform, comply with and otherwise be liable for, in a due and punctual manner, all of Lessee’s obligations having previously arisen, or to be secured thereby and to all other instruments evidencing then or securing or to evidence or secure indebtednessthereafter arising, and all amendmentsunder the Lease, modifications, supplements, consolidations, extensions and revisions of such note and other instruments and any other indebtedness of Lessee or Owner, secured or unsecured. Operator shall execute together with any and all subordination documents, agreements, estoppel certificates instruments, certificates, opinions and other documents filings requested by Lessee or Owner and/or Lessor. Provided no Event of Default has occurred and is continuing and New Lessee’s creditworthiness, as reasonably determined by Lessor, is at least approximately equal to Lessee’s creditworthiness, as of the Holder to further evidence the subordination origination of this Agreement Lease, Lessor is required to and Operatorshall consent to the assignment of the Lease. If an Event of Default has occurred and is continuing or if the New Lessee’s rights hereunder including without limitation providing any purchaser creditworthiness is either not approximately equal to or worse than Lessee’s creditworthiness, as of a Hotel at a foreclosure sale or deed-in-lieu the origination of foreclosure (including this Lease, then Lessor may withhold its consent to the lender) Assignment. In the event Lessor withholds its consent, as provided above, and Lessee continues with the right Assignment to terminate this Agreement; provided, howevera New Lessee, Lessee shall use its commercially reasonable efforts be required to obtain from early terminate the holder Lease by paying to Lessor the lesser of any Mortgage a nondisturbance agreement(i) the Early Termination Payment (as defined in the Lease Schedule), or (ii) all sums owed through the date of termination, which shall be determined as the Stipulated Loss Value effective as of the date of termination (“Change in form reasonably acceptable Control Early Termination Payment”). Lessee’s failure to Operator providing that this Agreement immediately pay the Early Termination Payment or Change in Control Early Termination Payment, as applicable, shall remain in full force and effect notwithstanding the fact that the Mortgage has been foreclosed. Foreclosure. Prior to termination constitute an Event of this Agreement by foreclosure Default under the Mortgage Lease, and Lessor shall be entitled to exercise any of its rights and remedies under the Lease. Lessee grants Lessor a security interest in any existing or by acquisition future sublease of the property to be covered by Property and the Mortgage by deed in lieu of foreclosureproceeds thereof, Operator shall have the right to enjoy all rights and privileges conferred upon it pursuant to this Agreement, including, without limitation the rights to the Operator’s Fee, and Operator shall incur no liability to the Holder for acting pursuant whether or not such sublease is prohibited. Subject to the terms of this Agreement; providedLease, however, Operator shall be required to (this Lease and does hereby agree to) repay each Schedule inure to the Holder any Operator’s Fee paid to Operator under this Agreement from benefit of, and after are binding upon, the date which is thirty (30) days after the date successors and assigns of receipt by Operator of a notice of default under the MortgageLessee, which default is not cured and results in the acceleration of the indebtedness secured by the Mortgage and the ultimate foreclosure of the liens and/or security interest under the Mortgage and/or other acquisition of the property covered thereby by the Holder in lieu of foreclosure. In the event of such foreclosureand, Operator shall have the right to terminate this Agreement on thirty (30) days’ written notice to Lessee. Notwithstanding without limiting the foregoing, Operator may pursue, shall bind all persons who become bound as an unsecured creditor, a claim for all amounts due “new debtor” (as defined in the Uniform Commercial Code) to this Lease and owing to Operator under this Management Agreement in accordance with the terms of this Section 20.02any Schedule.

Assignment by Lessee. Lessee may transfer shall not assign this Lease or assign its rights and obligations under this Agreement any interest therein, nor sublet the Premises or any part thereof or any right or privilege appurtenant thereto, nor permit any other person, firm or entity to occupy or use the Premises or any portion thereof without first obtaining the written consent of Operator but Lessor. Lessor shall deliver have the right, at its option, to Operator written notice terminate this Lease as to any portion of the Premises covered by a proposed assignment or sublease, or to approve any such transfer assignment or assignment not less than ten sublease only upon the condition that (10a) days prior all rentals paid by the assignee or sublessee in excess of the rentals due from Lessee hereunder, shall be paid directly to Lessor, (b) the effective date thereof; provided, howeverproposed assignee or sublessee is financially capable of assuming Lessee's obligations hereunder, in the event sole judgment of Lessor, (c) the rental to be paid by the proposed assignee or sublessee is equivalent to the then market rental for similar space in The Woodlands, and (d) the proposed assignee or sublessee agrees to use the Premises only for the uses permitted by Lessee under this Lease, and to comply with all of the other terms and conditions of this Lease. Otherwise, Lessor's consent to any proposed sublease or assignment shall not be unreasonably withheld. Consent by Lessor to one assignment, subletting, occupation or use by another person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by the same or another person. Consent to an assignment or sublease shall not release Lessee from liability for the continued performance of the terms and provisions to be kept and performed by Lessee hereunder, unless Lessor specifically and in writing releases Lessee from said liability. In addition, an amendment, modification or extension of the Lease after the assignment or sublease shall not release Lessee from liability for the continued performance of the terms and provisions to be performed by Lessee hereunder. Any assignment or subletting by operation of law or otherwise, (including without limitation, a transfer of controlling interest in Lessee to any other person, firm or entity) without the prior written consent of Lessor, shall be void and shall, at the option of Lessor, terminate this Lease. Lessee covenants and agrees that when the prior written consent of Lessor is obtained, and in the event the subletting or assignment is to be arranged through public advertisement or listing of any kind, Lessee will treat all applications for sublease or assignment in a uniform manner and will award leases according to objective standards. No decision on any application shall be made on the grounds of the applicant's race, color, religion, sex, handicap, familial status, or national origin. Notwithstanding anything contained herein to the contrary, Lessor shall not be obligated to entertain or consider any request by Lessee to consent to any proposed assignment of this Agreement to a party that is not an Affiliate, Operator shall have Lease or sublease of all or any part of the right to terminate this Agreement within fifteen (15) days after receipt of written notice of such assignment, which termination will be effective within thirty (30) days of Lessee’s receipt of such termination notice. Any transfer or assignment of this Agreement Premises unless each request by Lessee shall include an express assumption is accompanied by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall be deemed to require Lessee to assign or attempt to assign this Agreement to any third party, including any buyer of a Hotel. SUBORDINATION Subordination To Mortgage. Operator hereby agrees that this Agreement, including, but not limited to Operator’s Fee, shall in all respects be and is hereby expressly made subordinate and inferior to the liens, security interest and/or any Mortgage and to any promissory note and other indebtedness secured or to be secured thereby and to all other instruments evidencing or securing or to evidence or secure indebtedness, and all amendments, modifications, supplements, consolidations, extensions and revisions of such note and other instruments and any other indebtedness of Lessee or Owner, secured or unsecured. Operator shall execute any and all subordination agreements, estoppel certificates and other documents requested by Lessee or Owner and/or the Holder to further evidence the subordination of this Agreement and Operator’s rights hereunder including without limitation providing any purchaser of a Hotel at a foreclosure sale or deed-in-lieu of foreclosure (including the lender) with the right to terminate this Agreement; provided, however, Lessee shall use its commercially reasonable efforts to obtain from the holder of any Mortgage a nondisturbance agreement, in form reasonably acceptable to Operator providing that this Agreement shall remain in full force and effect notwithstanding the fact that the Mortgage has been foreclosed. Foreclosure. Prior to termination of this Agreement by foreclosure under the Mortgage or by acquisition of the property to be covered by the Mortgage by deed in lieu of foreclosure, Operator shall have the right to enjoy all rights and privileges conferred upon it pursuant to this Agreement, including, without limitation the rights to the Operator’s Fee, and Operator shall incur no liability to the Holder for acting pursuant to the terms of this Agreement; provided, however, Operator shall be required to (and does hereby agree to) repay to the Holder any Operator’s Fee paid to Operator under this Agreement from and after the date which is thirty (30) days after the date of receipt by Operator of a notice of default under the Mortgage, which default is not cured and results in the acceleration of the indebtedness secured by the Mortgage and the ultimate foreclosure of the liens and/or security interest under the Mortgage and/or other acquisition of the property covered thereby by the Holder in lieu of foreclosure. In the event of such foreclosure, Operator shall have the right to terminate this Agreement on thirty (30) days’ written notice to Lessee. Notwithstanding the foregoing, Operator may pursue, as an unsecured creditor, a claim for all amounts due and owing to Operator under this Management Agreement in accordance with the terms of this Section 20.02.a

Assignment by Lessee. Lessee may transfer or not assign its rights and obligations under this Agreement or sublet --------------------- the Leased Space or any portion thereof without the prior written consent of Operator but Lessor, which consent shall deliver be given or withheld in Lessor's sole discretion and election, and shall be expressly conditioned on the payment of fifty percent (50%) of the net proceeds of the assignment or sublease; provided consent of Lessor shall not be required hereunder if the assignment is made to Operator written notice an entity contemporaneously acquiring the Station and the financial condition of such transfer the assignee is reasonably acceptable to Lessor. Under no circumstance shall this Lease be assigned or assignment sublet by Lessee to any party which does not less than ten (10) days prior agree in writing to the effective date thereof; provided, however, in be bound by all terms and conditions contained herein. In the event of the Lessee's total assignment of this Agreement to a party that an entity contemporaneously acquiring the Station, Lessee shall be and is not an Affiliate, Operator shall have the right to terminate hereby relieved of all liability under any and all covenants and obligations contained in or derived from this Agreement within fifteen (15) days or arising out of any act, occurrence or omission relating to the Leased Space occurring after receipt of written notice the consummation of such assignment, which termination will be effective within thirty (30) days of Lessee’s receipt but only upon the condition that, as part of such termination notice. Any transfer or assignment of this Agreement by Assignment, Lessee shall include an express assumption by will cause the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall be deemed to require Lessee agree, in writing, to assign or attempt to assign this Agreement to any third party, including any buyer of a Hotel. SUBORDINATION Subordination To Mortgage. Operator hereby agrees that this Agreement, including, but not limited to Operator’s Fee, shall in all respects be and is hereby expressly made subordinate and inferior to the liens, security interest and/or any Mortgage and to any promissory note and other indebtedness secured or to be secured thereby and to all other instruments evidencing or securing or to evidence or secure indebtedness, and all amendments, modifications, supplements, consolidations, extensions and revisions of such note and other instruments and any other indebtedness of Lessee or Owner, secured or unsecured. Operator shall execute carry out any and all subordination agreements, estoppel certificates of the covenants and other documents requested by obligations of Lessee or Owner and/or the Holder to further evidence the subordination of under this Agreement occurring after the consummation of Lessee's assignment of its interest in and Operator’s rights hereunder including without limitation providing any purchaser of a Hotel at a foreclosure sale or deed-in-lieu of foreclosure (including the lender) with the right to terminate this Agreement; provided, however, Lessee shall use its commercially reasonable efforts to obtain from the holder of any Mortgage a nondisturbance agreement, in form reasonably acceptable to Operator providing that this Agreement shall remain in full force and effect notwithstanding the fact that the Mortgage has been foreclosed. Foreclosure. Prior to termination of this Agreement by foreclosure under the Mortgage or by acquisition of the property to be covered by the Mortgage by deed in lieu of foreclosure, Operator shall have the right to enjoy all rights and privileges conferred upon it pursuant to this Agreement, including, without limitation the rights to the Operator’s Fee, and Operator shall incur no liability to the Holder for acting pursuant to the terms of this Agreement; provided, however, Operator shall be required to (and does hereby agree to) repay to the Holder any Operator’s Fee paid to Operator under this Agreement from and after the date which is thirty (30) days after the date of receipt by Operator of a notice of default under the Mortgage, which default is not cured and results in the acceleration of the indebtedness secured by the Mortgage and the ultimate foreclosure of the liens and/or security interest under the Mortgage and/or other acquisition of the property covered thereby by the Holder in lieu of foreclosure. In the event of such foreclosure, Operator shall have the right to terminate this Agreement on thirty (30) days’ written notice to Lessee. Notwithstanding the foregoing, Operator may pursue, as an unsecured creditor, a claim for all amounts due and owing to Operator under this Management Agreement in accordance with the terms of this Section 20.02.

Assignment by Lessee. Lessee may transfer shall not assign this Lease or assign its rights and obligations under this Agreement any interest therein, nor sublet the Premises or any part thereof or any right or privilege appurtenant thereto, nor permit any other person, firm or entity to occupy or use the Premises or any portion thereof without first obtaining the written consent of Operator but Lessor. Lessor shall deliver have the right, at its option, to Operator written notice terminate this Lease as to any portion of the Premises covered by a proposed assignment or sublease, or to approve any such transfer assignment or assignment not less than ten (10sub- lease only upon the condition that a) days prior to all rentals paid by the effective date thereof; providedsublessee in excess of the rentals due from Lessee hereunder shall be shared equally by Lessor and Lessee, howeverb) the proposed sublessee or assignee is financially capable of assuming Lessee's obligations hereunder, in the event sole reasonable discretion of Lessor, and c) the proposed sublessee or assignee agrees to use the premises only for the uses permitted of Lessee under this Lease, and to comply with all of the assignment other terms and conditions of this Agreement Lease. Otherwise, Lessor's consent to any proposed sublease or assignment shall not be unreasonably withheld or delayed. Consent by Lessor to one assignment, subletting, occupation or use by another person shall not be deemed to be a party consent to any subsequent assignment, subletting, occupation or use by the same or another person. Consent to an assignment or sublease shall not release Lessee from liability for the continued performance of the terms and provisions to be kept and performed by Lessee hereunder, unless Lessor expressly and in writing releases Lessee from said liability. Any assignment or subletting by operation of law or otherwise, (including without limitation, a transfer of controlling interest in Lessee to any other person, firm or entity) without theprior written consent of Lessor, shall be void and"shall, at the option of Lessor, terminate this Lease. Lessee covenants and agrees that when the pl-ior written consent of Lessor is not an Affiliateobtained, Operator and in the event the subletting or assignment is to be arranged through public advertisement or listing of any kind, Lessee will treat all applications for sublease or assignment in a uniform manner and will award leases according to objective standards. No decision on any application shall be made on the ground of the applicant's race, color, religion, sex or national origin. Notwithstanding the foregoing provisions of this Section 32, Lessee shall have the right to terminate this Agreement within fifteen sublease the Premises to an "Affiliate" (15as hereinafter defined) days after receipt of written notice of such assignment, which termination will be effective within thirty (30) days of Lessee’s receipt of such termination notice. Any transfer or assignment of this Agreement by Lessee shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall be deemed , subject to require Lessee to assign or attempt to assign this Agreement to any third party, including any buyer of a Hotel. SUBORDINATION Subordination To Mortgage. Operator hereby agrees that this Agreement, including, but not limited to Operator’s Fee, shall in all respects be and is hereby expressly made subordinate and inferior to the liens, security interest and/or any Mortgage and to any promissory note and other indebtedness secured or to be secured thereby and to all other instruments evidencing or securing or to evidence or secure indebtedness, and all amendments, modifications, supplements, consolidations, extensions and revisions of such note and other instruments and any other indebtedness of Lessee or Owner, secured or unsecured. Operator shall execute any and all subordination agreements, estoppel certificates and other documents requested by Lessee or Owner and/or the Holder to further evidence the subordination of this Agreement and Operator’s rights hereunder including without limitation providing any purchaser of a Hotel at a foreclosure sale or deed-in-lieu of foreclosure (including the lender) with the Lessor's right to terminate this Agreement; providedapprove the sublease document. "Affiliate" shall mean a corpora- tion or other entity which controls, howeveris Gontrolled by, Lessee shall use its commercially reasonable efforts to obtain from the holder of any Mortgage a nondisturbance agreementor is under common control with, in form reasonably acceptable to Operator providing that this Agreement shall remain in full force and effect notwithstanding the fact that the Mortgage has been foreclosed. Foreclosure. Prior to termination of this Agreement by foreclosure under the Mortgage or by acquisition of the property to be covered by the Mortgage by deed in lieu of foreclosure, Operator shall have the right to enjoy all rights and privileges conferred upon it pursuant to this Agreement, including, without limitation the rights to the Operator’s Fee, and Operator shall incur no liability to the Holder for acting pursuant to the terms of this Agreement; provided, however, Operator shall be required to (and does hereby agree to) repay to the Holder any Operator’s Fee paid to Operator under this Agreement from and after the date which is thirty (30) days after the date of receipt by Operator of a notice of default under the Mortgage, which default is not cured and results in the acceleration of the indebtedness secured by the Mortgage and the ultimate foreclosure of the liens and/or security interest under the Mortgage and/or other acquisition of the property covered thereby by the Holder in lieu of foreclosure. In the event of such foreclosure, Operator shall have the right to terminate this Agreement on thirty (30) days’ written notice to Lessee. Notwithstanding the foregoing, Operator may pursue, as an unsecured creditor, a claim for all amounts due and owing to Operator under this Management Agreement in accordance with the terms of this Section 20.02.

Assignment by Lessee. So long as no Lease Event of Default has occurred and is continuing, Lessee may transfer may, subject to Lessor's prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed} and at Lessee's sole expense, assign this Lease for a period that does not extend beyond the Lease Term, to any Person, provided, however, that any such Person or other Person is not (i) a tax exempt entity (within the meaning of Section 168(h) of the Code) or (ii) a debtor or debtor in possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall be deemed any merger or consolidation of Lessee which would violate the provisions of (i) or (ii) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until a fully executed copy of an assignment and assumption agreement, in a form reasonably acceptable to Lessor, shall have been delivered to Lessor. Notwithstanding any such assignment, neither Lessee nor the Guarantor, if any, shall be released from its primary liability hereunder and shall continue to be obligated for all obligations of "Lessee" in this Lease, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignee, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Lessee's liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. In the event Lessee assigns this Lease and obligations it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee's interest under this Agreement without the consent of Operator but Lease in whole or in part. Lessee shall deliver to Operator provide written notice to Lessor of such transfer or any assignment not less than ten of this Lease at least thirty (1030) days Business Days prior to the effective date thereof; provided, however, in the event thereof and an executed copy of the approved agreement of assignment of this Agreement to a party that is not an Affiliate, Operator shall have the right to terminate this Agreement and assumption within fifteen (15) days after receipt of written notice of such assignment, which termination will be effective within thirty (30) days of Lessee’s receipt of such termination notice. Any transfer or assignment of this Agreement by Lessee shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall be deemed to require Lessee to assign or attempt to assign this Agreement to any third party, including any buyer of a Hotel. SUBORDINATION Subordination To Mortgage. Operator hereby agrees that this Agreement, including, but not limited to Operator’s Fee, shall in all respects be and is hereby expressly made subordinate and inferior to the liens, security interest and/or any Mortgage and to any promissory note and other indebtedness secured or to be secured thereby and to all other instruments evidencing or securing or to evidence or secure indebtedness, and all amendments, modifications, supplements, consolidations, extensions and revisions of such note and other instruments and any other indebtedness of Lessee or Owner, secured or unsecured. Operator shall execute any and all subordination agreements, estoppel certificates and other documents requested by Lessee or Owner and/or the Holder to further evidence the subordination of this Agreement and Operator’s rights hereunder including without limitation providing any purchaser of a Hotel at a foreclosure sale or deed-in-lieu of foreclosure (including the lender) with the right to terminate this Agreement; provided, however, Lessee shall use its commercially reasonable efforts to obtain from the holder of any Mortgage a nondisturbance agreement, in form reasonably acceptable to Operator providing that this Agreement shall remain in full force and effect notwithstanding the fact that the Mortgage has been foreclosed. Foreclosure. Prior to termination of this Agreement by foreclosure under the Mortgage or by acquisition of the property to be covered by the Mortgage by deed in lieu of foreclosure, Operator shall have the right to enjoy all rights and privileges conferred upon it pursuant to this Agreement, including, without limitation the rights to the Operator’s Fee, and Operator shall incur no liability to the Holder for acting pursuant to the terms of this Agreement; provided, however, Operator shall be required to (and does hereby agree to) repay to the Holder any Operator’s Fee paid to Operator under this Agreement from and after the date which is thirty (30) days after the date execution thereof. To the extent an assignee of receipt by Operator this Lease fails to perform on behalf of a notice Lessee the obligations of default under Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the Mortgage, which default is not cured and results rights of Lessor as against such assignee in the acceleration of the indebtedness secured by the Mortgage and the ultimate foreclosure of the liens and/or security interest under the Mortgage and/or other acquisition of the property covered thereby by the Holder in lieu of foreclosure. In the event respect of such foreclosure, Operator shall have the right to terminate this Agreement on thirty (30) days’ written notice to Lessee. Notwithstanding the foregoing, Operator may pursue, as an unsecured creditor, a claim for all amounts due and owing to Operator under this Management Agreement in accordance with the terms of this Section 20.02performance.

Assignment by Lessee. Lessee may transfer shall not, without Lessor’s prior written consent in each instance, such consent shall not unreasonably withheld, conditioned or delayed, convey, assign its rights or encumber this Lease or any interest herein, directly or indirectly, voluntarily or by operation of law, including the merger or conversion of Lessee with or into another entity, or sublet all or any portion of the Premises, or permit the use or occupancy of any part of the Premises by anyone other than Lessee (collectively, “Transfer”). Except as otherwise hereinafter set forth, if Lessee is other than an individual, any change in “control” of Lessee shall constitute a Transfer, and the surviving party in control shall be the Transferee. “Control” means the direct or indirect power to direct or cause direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise. Conversely, Lessee shall not sublease space from, or assume the lease obligations of, another lessee in the Project without Lessor’s prior written consent, such consent shall not be unreasonably withheld, conditioned or delayed. Following any Transfer, Lessee (and any guarantors) shall remain fully liable under this Agreement Lease, as then or thereafter amended with or without the notice to or consent of Operator but Lessee (or any guarantors), and Lessor may proceed directly under this Lease against Lessee (or any guarantor) without first proceeding against any other party. Lessee shall deliver to Operator give Lessor written notice of such transfer or assignment not less than ten (10) any proposed Transfer at least 15 days prior to the anticipated effective date thereofof the proposed Transfer, which notice shall include a complete detailed written description of the Transfer, the name, address, business and intended use of the Transferee; a current audited financial statement for the Transferee certified by a recognized accounting firm; a copy of the proposed Transfer document; appropriate evidence of the existence, good standing and signature authority of the Transferee in the state that the Land is located in; and such other pertinent information as Lessor reasonably requests, together with Lessor’s then-quoted Transfer processing fee as stipulated under the last paragraph of this section. If the proposed Transferee is subject to any new requirements under applicable law (including the Americans with Disabilities Act of 1990) affecting the Premises, (i) Lessee shall be liable for any costs or expenses to comply with such requirements, and (ii) to the extent such requirements require alterations, Lessee shall deliver for Lessor’s approval plans and specifications complying with such additional requirements and acceptable security assuring timely, lien-free completion of construction. If the aggregate consideration, including Base Rent, after deductions are made for concessions, tenant improvement costs and lease commissions incurred as a result of procuring such Transfer, paid to Lessee for a Transfer exceeds that payable by Lessee under this Lease (prorated according to the Transferred interest), then Lessee shall, within 15 days after receipt, pay 50% of such excess to Lessor. “Within 15 days after receipt of all required Transfer information, Lessor shall give Lessee written notice of its election (i) to consent to the Transfer; or (ii) to terminate this Lease as of the effective date of the Transfer as to the space covered by such Transfer for the remainder of the Term, in which event Lessee shall be relieved of its obligations accruing after the termination date with respect to the terminated interest (provided, however, that Lessee shall have the right, for a period of 5 days following the giving by Lessor of its decision to terminate this Lease to rescind its request for consent to a Transfer); or (iii) not to consent to the Transfer, in which event this Lease shall continue in full force and effect. If Lessor fails to timely make such election, Lessor shall be deemed to have elected option (iii) above. Any Transfer occurring without Lessor’s consent, which shall not be unreasonably withheld, conditioned or delayed, shall be void and shall constitute a Default hereunder. In any event, all renewal and expansion options and other preferential rights under this Lease are personal to the event original Lessee under this Lease and shall not be exercisable by any Transferee unless such conveyance is approved and consented to by Lessor in its sole and absolute discretion. Neither Lessor’s acceptance of any name for listing on the Building directory or other signage, nor Lessor’s acceptance of rent from any Transferee, shall be deemed, or substituted for, Lessor’s consent to a Transfer. “Lessor agrees not to unreasonably withhold, delay or condition its consent to any assignment of this Agreement Lease or sublease of the entirety of the Premises, provided that the proposed Transferee is (A) creditworthy defined as having a comparable net worth to that of Lessee as of the Extension Commencement Date, (B) an entity of good standing in its particular state of incorporation, (C) will use the Premises for only the use permitted in Section 4 of this Lease, and (D) not then an occupant of the Building or a party that person or entity with whom Lessor is then negotiating to lease space in the Building for which Lessor has reasonably comparable space available in the Building to accommodate such proposed Transferee’s space needs. Additionally, notwithstanding anything to the contrary or apparent set forth in this Lease, (Y) a transfer of “control” of Lessee occurring as a result of a merger of Lessee into another entity shall not an Affiliateconstitute a Transfer requiring Lessor’s consent so long as, Operator shall have the right to terminate this Agreement within fifteen (15) days after receipt a period of written notice of such assignment, which termination will be effective within thirty (30) days of Lessee’s receipt following such merger, Lessee (or the surviving entity) provides Lessor with written notice of such termination notice. Any transfer or assignment merger accompanied by a copy of this Agreement by Lessee shall include an express assumption by the transferee or assignee merger documents filed with the Secretary of Lessee’s obligations hereunder. Nothing herein shall be deemed to require Lessee to assign or attempt to assign this Agreement State of the State of Delaware if applicable, and (Z) any Transfer to any third partyentity which controls, including any buyer of a Hotel. SUBORDINATION Subordination To Mortgage. Operator hereby agrees that this Agreementis controlled by, including, but not limited to Operator’s Fee, shall in all respects be and or is hereby expressly made subordinate and inferior to the liens, security interest and/or any Mortgage and to any promissory note and other indebtedness secured or to be secured thereby and to all other instruments evidencing or securing or to evidence or secure indebtedness, and all amendments, modifications, supplements, consolidations, extensions and revisions of such note and other instruments and any other indebtedness of Lessee or Owner, secured or unsecured. Operator shall execute any and all subordination agreements, estoppel certificates and other documents requested by Lessee or Owner and/or the Holder to further evidence the subordination of this Agreement and Operator’s rights hereunder including without limitation providing any purchaser of a Hotel at a foreclosure sale or deed-in-lieu of foreclosure (including the lender) with the right to terminate this Agreement; provided, howeverunder common control with, Lessee shall use its commercially reasonable efforts to obtain from the holder not constitute a Transfer requiring Lessor’s consent so long as, within a period of any Mortgage a nondisturbance agreement, in form reasonably acceptable to Operator providing that this Agreement shall remain in full force and effect notwithstanding the fact that the Mortgage has been foreclosed. Foreclosure. Prior to termination of this Agreement by foreclosure under the Mortgage or by acquisition of the property to be covered by the Mortgage by deed in lieu of foreclosure, Operator shall have the right to enjoy all rights and privileges conferred upon it pursuant to this Agreement, including, without limitation the rights to the Operator’s Fee, and Operator shall incur no liability to the Holder for acting pursuant to the terms of this Agreement; provided, however, Operator shall be required to (and does hereby agree to) repay to the Holder any Operator’s Fee paid to Operator under this Agreement from and after the date which is thirty (30) days after following such Transfer, Lessee (or the date of receipt by Operator of a Transferee) provides Lessor with written notice of default under such Transfer accompanied by a copy of all documents effecting such Transfer. “Notwithstanding anything contained herein to the Mortgagecontrary, which default Lessor shall not be obligated to entertain or consider any request of Lessee to consent to any proposed assignment of this Lease or sublease of all or any part of the Premises unless each request by Lessee is not cured and results accompanied by a nonrefundable fee payable to Lessor in the acceleration amount of $500.00 to cover Lessor’s administrative, legal, and other costs and expenses incurred in processing each of Lessee’s requests. Neither Lessee’s payment nor Lessor’s acceptance of the indebtedness secured by the Mortgage and the ultimate foreclosure of the liens and/or security interest under the Mortgage and/or other acquisition of the property covered thereby by the Holder in lieu of foreclosure. In the event of such foreclosure, Operator foregoing fee shall have the right be construed to terminate this Agreement on thirty (30) days’ written notice impose any obligation whatsoever upon Lessor to consent to Lessee. Notwithstanding the foregoing, Operator may pursue, as an unsecured creditor, a claim for all amounts due and owing to Operator under this Management Agreement in accordance with the terms of this Section 20.02’s request.”

Assignment by Lessee. So long as no Lease Event of Default has occurred and is continuing, Lessee may transfer or assign its rights and obligations under this Agreement may, at Lessee’s sole expense, without the consent of Operator but shall deliver Lessor, assign this Lease for a period that does not extend beyond the Lease Term, to Operator written notice of such transfer or assignment not less than ten (10) days prior to the effective date thereof; any Person, provided, however, that any such Person or other Person is not a debtor or debtor-in- possession in a voluntary or involuntary bankruptcy proceeding at the event commencement of the assignment. For purposes hereof, an assignment shall include a merger or consolidation of this Agreement to Lessee. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a party that is not fully executed copy of an Affiliate, Operator assignment and assumption agreement shall have been delivered to Lessor and the right Lender, and (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Lender shall reasonably request to terminate this Agreement within fifteen (15) days after receipt of written notice of ensure that such assignment is subject to the Mortgage and any related debt documents. Notwithstanding any such assignment, Lessee shall not be released from its primary liability hereunder and shall continue to be obligated for all obligations of Lessee in this Lease, which termination obligations shall continue in full effect as obligations of a principal and not of a guarantor, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (a) to receive a duplicate copy of each notice of default sent by Lessor to any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by any assignee under the Lease within thirty (30) days of the cure period provided for hereunder. Lessee’s receipt of such termination notice. Any transfer or assignment liability hereunder shall continue notwithstanding the rejection of this Agreement Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. In the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be re-instituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee shall include an express assumption or any entity holding by the transferee or assignee of through Lessee but Lessee may, in Lessor’s name, but at Lessee’s obligations hereunderexpense, take such action as it deems appropriate to have such assignee removed from the Property. Lessor shall reasonably cooperate with Lessee in such efforts. Nothing herein shall be deemed construed to require permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or attempt nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to assign this Agreement to Lessor and the Lender of any third party, including any buyer of a Hotel. SUBORDINATION Subordination To Mortgage. Operator hereby agrees that this Agreement, including, but not limited to Operator’s Fee, shall in all respects be and is hereby expressly made subordinate and inferior to the liens, security interest and/or any Mortgage and to any promissory note and other indebtedness secured or to be secured thereby and to all other instruments evidencing or securing or to evidence or secure indebtedness, and all amendments, modifications, supplements, consolidations, extensions and revisions of such note and other instruments and any other indebtedness of Lessee or Owner, secured or unsecured. Operator shall execute any and all subordination agreements, estoppel certificates and other documents requested by Lessee or Owner and/or the Holder to further evidence the subordination assignment of this Agreement and Operator’s rights hereunder including without limitation providing any purchaser of a Hotel at a foreclosure sale or deed-in-lieu of foreclosure (including the lender) with the right to terminate this Agreement; provided, however, Lessee shall use its commercially reasonable efforts to obtain from the holder of any Mortgage a nondisturbance agreement, in form reasonably acceptable to Operator providing that this Agreement shall remain in full force and effect notwithstanding the fact that the Mortgage has been foreclosed. Foreclosure. Prior to termination of this Agreement by foreclosure under the Mortgage or by acquisition of the property to be covered by the Mortgage by deed in lieu of foreclosure, Operator shall have the right to enjoy all rights and privileges conferred upon it pursuant to this Agreement, including, without limitation the rights to the Operator’s Fee, and Operator shall incur no liability to the Holder for acting pursuant to the terms of this Agreement; provided, however, Operator shall be required to (and does hereby agree to) repay to the Holder any Operator’s Fee paid to Operator under this Agreement from and after the date which is Lease within thirty (30) days after the effective date of receipt by Operator of a notice of default under the Mortgage, which default is not cured thereof and results in the acceleration an executed copy of the indebtedness secured by the Mortgage approved agreement of assignment and the ultimate foreclosure of the liens and/or security interest under the Mortgage and/or other acquisition of the property covered thereby by the Holder in lieu of foreclosure. In the event of such foreclosure, Operator shall have the right to terminate this Agreement on assumption within thirty (30) days’ written notice to Lesseedays after the execution thereof. Notwithstanding To the foregoing, Operator may pursue, as extent an unsecured creditor, a claim for all amounts due and owing to Operator under this Management Agreement in accordance with the terms assignee of this Section 20.02Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance.

Assignment by Lessee. Without the prior written consent of Lessor, Lessee may transfer or shall not (i) assign any of its rights under this Agreement or any SLLA or sub-lease all or any part of any Site, either by way of sub-lease or assignment or other means, (ii) create a lien or other third-party right with respect to any Site or any part thereof, in any form whatsoever, with any other party, or (iii) use any Site as collateral for security purposes, and Lessee hereby agrees that any actions attempted by in contravention of this Section 21.3 shall be void, provided however that (x) in the case of clause (i) above, the written consent of Lessor shall not be unreasonably withheld or delayed if such third party is a Qualified Purchaser and assumes all Lessee’s obligations under this Agreement without with respect to the related Site(s) and SLLA(s), and (y) Lessee shall not be required to seek the consent of Operator but the Lessor with respect to (A) lease and sub-lease agreements entered into by Lessee in the ordinary course of its Business with Users for the installation and operation of Telecommunications Equipment on a Site or (B) any assignment or other grant of an interest by way of security over any or all of its rights or interests hereunder to one or more lenders or an agent for such lenders of the Lessee (each such lender or agent, a “Lessee Finance Party”) provided that the Lessee shall have contemporaneously delivered to Lessor a Notice of Assignment duly executed by Lessee and each such Lessee Finance Party (or an agent duly authorized to execute such document on behalf of any such Lessee Finance Party). Upon receipt by Lessor of a Notice of Assignment duly executed by the Lessee and each such Lessee Finance Party or duly authorized agent, the Lessor agrees to promptly deliver to Operator written notice Lessee a Consent and Agreement with respect thereto duly executed by Lessor. For the avoidance of such transfer doubt, nothing in Section 21.2 or assignment not less than ten (10) days prior to the effective date thereof; provided, however, in the event of the assignment of this Agreement to a party that is not an Affiliate, Operator shall have the right to terminate this Agreement within fifteen (15) days after receipt of written notice of such assignment, which termination will be effective within thirty (30) days of Lessee’s receipt of such termination notice. Any transfer or assignment of this Agreement by Lessee shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein 21.3 shall be deemed to require Lessee to assign restrict or attempt to assign this Agreement limit a Party’s rights and remedies with respect to any third party, including any buyer breach of a Hotel. SUBORDINATION Subordination To Mortgage. Operator hereby agrees that this Agreement, including, but not limited to Operator’s Fee, shall in all respects be and is hereby expressly made subordinate and inferior to the liens, security interest and/or any Mortgage and to any promissory note and other indebtedness secured or to be secured thereby and to all other instruments evidencing or securing or to evidence or secure indebtedness, and all amendments, modifications, supplements, consolidations, extensions and revisions of such note and other instruments and any other indebtedness of Lessee or Owner, secured or unsecured. Operator shall execute any and all subordination agreements, estoppel certificates and other documents requested by Lessee or Owner and/or the Holder to further evidence the subordination of this Agreement and Operator’s rights hereunder including without limitation providing any purchaser of a Hotel at a foreclosure sale or deed-in-lieu of foreclosure (including the lender) with the right to terminate this Agreement; provided, however, Lessee shall use its commercially reasonable efforts to obtain from the holder of any Mortgage a nondisturbance agreement, in form reasonably acceptable to Operator providing that this Agreement shall remain in full force and effect notwithstanding the fact that the Mortgage has been foreclosed. Foreclosure. Prior to termination of default under this Agreement by foreclosure under the Mortgage another Party or by acquisition of the property to be covered by the Mortgage by deed in lieu of foreclosure, Operator shall have the right to enjoy all rights and privileges conferred upon it pursuant to this Agreement, including, without limitation the rights to the Operator’s Fee, and Operator shall incur no liability to the Holder for acting pursuant to the terms of this Agreement; provided, however, Operator shall be required to (and does hereby agree to) repay to the Holder any Operator’s Fee paid to Operator under this Agreement from and after the date which is thirty (30) days after the date of receipt by Operator of a notice of default under the Mortgage, which default is not cured and results in the acceleration of the indebtedness secured by the Mortgage and the ultimate foreclosure of the liens and/or security interest under the Mortgage and/or other acquisition of the property covered thereby by the Holder in lieu of foreclosure. In the event its Finance Parties as successors of such foreclosure, Operator shall have the right to terminate this Agreement on thirty (30) days’ written notice to Lessee. Notwithstanding the foregoing, Operator may pursue, as an unsecured creditor, a claim for all amounts due and owing to Operator under this Management Agreement in accordance with the terms of this Section 20.02other Party.

Assignment by Lessee. Lessee may transfer shall not, either voluntarily or assign its rights and obligations under by operation of law, assign, transfer, mortgage, encumber, pledge or hypothecate this Agreement Lease, the Purchase Option, or Lessee's interest in this Lease, in whole or in part, permit the use of the Premises or any part of the Premises by any persons other than Lessee or Lessee's employees, or sublease the Premises or any part of the Premises (each, a “Transfer”), without the prior written consent of Operator but Lessor, which consent may be withheld in Lessor's reasonable discretion. If Lessee is or becomes a profit corporation, an unincorporated association, limited liability company or a partnership, the assignment, transfer, mortgage, encumbrance, pledge or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership shall deliver to Operator written notice of such transfer or assignment not less than ten (10) days prior to be deemed a Transfer within the effective date thereof; provided, however, in the event of the assignment meaning of this Agreement Section. Lessee agrees to reimburse Lessor for reasonable expenses incurred by Lessor in connection with any such request for a party that is not an Affiliate, Operator shall have the right to terminate this Agreement within fifteen (15) days after receipt of written notice of such assignment, which termination will be effective within thirty (30) days of Lessee’s receipt of such termination noticeTransfer. Any transfer or assignment of this Agreement Lease from Lessee by merger, consolidation, liquidation or transfer of assets shall constitute a Transfer for the purposes of this Lease. Regardless of Lessor's consent, no Transfer shall release Lessee of Lessee's obligation to pay the rent and to perform all other obligations to be performed by Lessee hereunder for the term of this Lease. The acceptance of rent by Lessor from any other person shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall not be deemed to require Lessee be a waiver by Lessor of any provision hereof. Consent to assign or attempt to assign this Agreement one Transfer shall not be deemed consent to any third party, including any buyer of a Hotelsubsequent Transfer. SUBORDINATION Subordination To Mortgage. Operator hereby agrees that this Agreement, including, but not limited to Operator’s Fee, shall in all respects be and is hereby expressly made subordinate and inferior to the liens, security interest and/or any Mortgage and to any promissory note and other indebtedness secured or to be secured thereby and to all other instruments evidencing or securing or to evidence or secure indebtedness, and all amendments, modifications, supplements, consolidations, extensions and revisions of such note and other instruments and any other indebtedness of Lessee or Owner, secured or unsecured. Operator shall execute any and all subordination agreements, estoppel certificates and other documents requested by Lessee or Owner and/or the Holder to further evidence the subordination Any Transfer of this Agreement and Operator’s rights hereunder including without limitation providing any purchaser of a Hotel at a foreclosure sale or deed-in-lieu of foreclosure (including the lender) Lease which is not in compliance with the right to terminate this Agreement; provided, however, Lessee shall use its commercially reasonable efforts to obtain from the holder of any Mortgage a nondisturbance agreement, in form reasonably acceptable to Operator providing that this Agreement shall remain in full force and effect notwithstanding the fact that the Mortgage has been foreclosed. Foreclosure. Prior to termination provisions of this Agreement by foreclosure under the Mortgage or by acquisition of the property to be covered by the Mortgage by deed in lieu of foreclosure, Operator shall have the right to enjoy all rights and privileges conferred upon it pursuant to this Agreement, including, without limitation the rights to the Operator’s Fee, and Operator shall incur no liability to the Holder for acting pursuant to the terms of this Agreement; provided, however, Operator Section 15 shall be required to (and does hereby agree to) repay to the Holder any Operator’s Fee paid to Operator under this Agreement from and after the date which is thirty (30) days after the date of receipt by Operator of a notice of default under the Mortgage, which default is not cured and results in the acceleration of the indebtedness secured by the Mortgage and the ultimate foreclosure of the liens and/or security interest under the Mortgage and/or other acquisition of the property covered thereby by the Holder in lieu of foreclosure. In the event of such foreclosure, Operator shall have the right to terminate this Agreement on thirty (30) days’ written notice to Lesseevoid. Notwithstanding the foregoing, Operator may pursueLessor shall have the absolute right to reject any proposed Transfer under any of the following circumstances: If, as a result of the Transfer, Lessor or the Premises would be subject to compliance with any law, ordinance, regulation or similar governmental requirement to which Lessor or the Premises were not previously subject, or as to which Lessor or the Premises has a variance, exemption or similar right not to comply. A Transfer to any prospective tenant with whom Lessor has, in the prior twelve (12) months, negotiated to lease space within a ten (10) mile radius of the Premises. A Transfer of less than all of the Premises where the configuration or location of the transferred premises is reasonably determined by Lessor to have an unsecured creditor, a claim for all amounts due and owing adverse effect on the ability of Lessor to Operator under lease the remainder of the Premises if Lessor were to terminate this Management Agreement Lease but agree to be bound by the Transfer. The person to whom the Transfer is to be made will not agree in accordance with writing to be bound by the terms and conditions of this Section 20.02Lease; provided that this Lease shall not be enforceable against person to whom this Lease or the Premises is to be pledged until after the foreclosure or other realization upon such person’s lien or security interest. The financial condition of the person to whom the Transfer is to be made is not reasonably satisfactory to Lessor.