Common use of Subletting and Assignment Clause in Contracts

Subletting and Assignment. (a) Except as provided in Section 16.3 and in this Section 16.1, Tenant shall not, without Landlord’s prior written consent (which may be given or withheld by Landlord in its sole discretion), assign, mortgage, pledge, hypothecate, encumber, or otherwise transfer this Lease or sublease (which term shall be deemed to include the granting of concessions, licenses, and the like), all or any part of the Leased Property or suffer or permit this Lease or the leasehold estate created hereby or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated, or encumbered, in whole or in part, whether voluntarily, involuntarily, or by operation of law, or permit the use or operation of the Leased Property by anyone other than Tenant (but the foregoing is not to be construed to limit the Permitted Use or to restrict Tenant from engaging, or limit the requirement of Tenant to engage, Manager or other hotel manager), or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Lease shall be deemed to include the following: without Landlord’s consent, any direct or indirect transfer of any interest in Tenant or any transaction pursuant to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant’s assets are transferred to any other Entity, as if such change in control or transaction were an assignment of this Lease but shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8.

Subletting and Assignment. (a) Except as provided in Section 16.3 and in this Section 16.116.3, Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld by Landlord in its Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber, encumber or otherwise transfer this Lease Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, licenses and the like), all or any part of the Leased Property Property, or any portion thereof, or suffer or permit this Lease Agreement or the leasehold estate created hereby or any other rights arising under this Lease Agreement to be assigned, transferred, mortgaged, pledged, hypothecated, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property Property, or any portion thereof, by anyone other than Tenant (but Tenant, any Manager approved by Landlord pursuant to the foregoing is not to be construed to limit the Permitted Use applicable provisions of this Agreement or to restrict Tenant from engaging, or limit the requirement residents and patients of Tenant to engage, Manager or other hotel manager)Tenant, or the Leased Property Property, or any portion thereof, to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Lease Agreement shall be deemed to include the following: include, without Landlord’s consentlimitation, any direct or indirect transfer Change in Control of Tenant. If this Agreement is assigned or if the Leased Property, or any interest in portion thereof, is sublet (or occupied by anybody other than Tenant or any transaction pursuant Manager, their respective employees or residents or patients of Tenant), Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to which the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant is merged from the future performance by Tenant of its covenants, agreements or consolidated with another Entity obligations contained in this Agreement. Any assignment or pursuant to which all or substantially all transfer of Tenant’s assets are transferred interest under this Agreement shall be subject to such assignee’s or transferee’s delivery to Landlord of (i) a Guaranty, which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute an Incidental Document hereunder; (ii) a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant’s obligations under this Agreement and the Incidental Documents, which pledge shall be in form and substance satisfactory to Landlord in its sole discretion and which pledge shall constitute an Incidental Document hereunder; (iii) a security agreement granting Landlord a security interest in all of such assignee’s or transferee’s right, title and interest in and to any personal property, intangibles and fixtures (other Entitythan accounts receivable) with respect to any Property which is subject to any such assignment or transfer to secure Tenant’s obligations under this Agreement and the Incidental Documents, as if such change which security agreement shall be in control or transaction were form and substance satisfactory to Landlord in its sole discretion and which security agreement shall constitute an Incidental Document hereunder; and (iv) in the case of a sublease, an assignment which assigns all of such subtenant’s right, title and interest in such sublease to Landlord to secure Tenant’s obligations under this Agreement and the Incidental Documents, which assignment shall be in form and substance satisfactory to Landlord in its sole discretion and which assignment shall constitute an Incidental Document hereunder. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention of this Lease but Section 16.1 shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8be voidable at Landlord’s option.

Subletting and Assignment. (a) Except as provided in Section 16.3 and in this Section 16.116.3, Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld by Landlord in its Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber, encumber or otherwise transfer this Lease Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, sublicenses and the like), all or any part of the Leased Property Property, or any portion thereof, or suffer or permit this Lease Agreement or the leasehold estate created hereby or any other rights arising under this Lease Agreement to be assigned, transferred, mortgaged, pledged, hypothecated, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property Property, or any portion thereof, by anyone other than Tenant (but or any Manager approved by Landlord pursuant to the foregoing is not to be construed to limit the Permitted Use or to restrict Tenant from engaging, or limit the requirement applicable provisions of Tenant to engage, Manager or other hotel manager)this Agreement, or the Leased Property Property, or any portion thereof, to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Lease Agreement shall be deemed to include the following: include, without Landlord’s consentlimitation, any direct or indirect transfer Change in Control of Tenant. If this Agreement is assigned or if the Leased Property, or any interest in portion thereof is sublet (or occupied by anybody other than Tenant or any transaction pursuant to which Manager and their respective employees), after termination of this Agreement, Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant is merged from the future performance by Tenant of its covenants, agreements or consolidated with another Entity obligations contained in this Agreement. Any assignment or pursuant to which all or substantially all transfer of Tenant’s assets are transferred interest under this Agreement shall be subject to such assignee’s or transferee’s delivery to Landlord of a Guaranty, which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute a Guaranty hereunder. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other Entity, as if such change transfer of Tenant’s interest under this Agreement in control or transaction were an assignment contravention of this Lease but Section 16.1 shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8be voidable at Landlord’s option.

Subletting and Assignment. (a) Except as provided in Section 16.3 and in this Section 16.116.3, Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld by Landlord in its Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber, encumber or otherwise transfer this Lease Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, licenses and the like), all or any part of the Leased Property Property, or any portion thereof, or suffer or permit this Lease Agreement or the leasehold estate created hereby or any other rights arising under this Lease Agreement to be assigned, transferred, mortgaged, pledged, hypothecated, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property Property, or any portion thereof, by anyone other than Tenant (but Tenant, any Manager approved by Landlord pursuant to the foregoing is not to be construed to limit the Permitted Use applicable provisions of this Agreement or to restrict Tenant from engaging, or limit the requirement residents and patients of Tenant to engage, Manager or other hotel manager)Tenant, or the Leased Property Property, or any portion thereof, to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Lease Agreement shall be deemed to include the following: include, without Landlord’s consentlimitation, any direct or indirect transfer Change in Control of Tenant. If this Agreement is assigned or if the Leased Property, or any interest in portion thereof, is sublet (or occupied by anybody other than Tenant or any transaction pursuant Manager, their respective employees or residents or patients of Tenant), Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to which the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant is merged from the future performance by Tenant of its covenants, agreements or consolidated with another Entity obligations contained in this Agreement. Any assignment or pursuant to which all or substantially all transfer of Tenant’s assets are transferred interest under this Agreement shall be subject to such assignee’s or transferee’s delivery to Landlord of (a) a Guaranty, which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute an Incidental Document hereunder; (b) a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant’s obligations under this Agreement and the Incidental Documents, which pledge shall be in form and substance satisfactory to Landlord in its sole discretion and which pledge shall constitute an Incidental Document hereunder; (c) a security agreement granting Landlord a security interest in all of such assignee’s or transferee’s right, title and interest in and to any personal property, intangibles and fixtures (other Entitythan accounts receivable) with respect to the Leased Property which is subject to any such assignment or transfer to secure Tenant’s obligations under this Agreement and the Incidental Documents, as if such change which security agreement shall be in control or transaction were form and substance satisfactory to Landlord in its sole discretion and which security agreement shall constitute an Incidental Document hereunder; and (d) in the case of a sublease, an assignment which assigns all of such subtenant’s right, title and interest in such sublease to Landlord to secure Tenant’s obligations under this Agreement and the Incidental Documents, which assignment shall be in form and substance satisfactory to Landlord in its sole discretion and which assignment shall constitute an Incidental Document hereunder. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention of this Lease but Section 16.1 shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8be voidable at Landlord’s option.

Subletting and Assignment. (a) Except as provided in Section 16.3 and in this Section 16.116.3, Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld by Landlord in its Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber, encumber or otherwise transfer this Lease Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, licenses and the like), all or any part of the Leased Property Property, or any portion thereof, or suffer or permit this Lease Agreement or the leasehold estate created hereby or any other rights arising under this Lease Agreement to be assigned, transferred, mortgaged, pledged, hypothecated, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property Property, or any portion thereof, by anyone other than Tenant (but Tenant, any Manager approved by Landlord pursuant to the foregoing is not to be construed to limit the Permitted Use applicable provisions of this Agreement or to restrict Tenant from engaging, or limit the requirement residents and patients of Tenant to engage, Manager or other hotel manager)Tenant, or the Leased Property Property, or any portion thereof, to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Lease Agreement shall be deemed to include the following: include, without Landlord’s consentlimitation, any direct or indirect transfer Change in Control of Tenant. If this Agreement is assigned or if the Leased Property, or any interest in portion, thereof is sublet (or occupied by anybody other than Tenant or any transaction pursuant Manager, their respective employees or residents or patients of Tenant), Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to which the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant is merged from the future performance by Tenant of its covenants, agreements or consolidated with another Entity obligations contained in this Agreement. Any assignment or pursuant to which all or substantially all transfer of Tenant’s assets are transferred interest under this Agreement (including any sublease which is permitted pursuant to the terms of Section 16.3 below) shall be subject to such assignee’s or transferee’s delivery to Landlord of (i) a Guaranty, which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute an Incidental Document hereunder; (ii) a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant’s obligations under this Agreement and the Incidental Documents, which pledge shall be in form and substance satisfactory to Landlord in its sole discretion and which pledge shall constitute an Incidental Document hereunder; (iii) a security agreement granting Landlord a security interest in all of such assignee’s or transferee’s right, title and interest in and to any personal property, intangibles and fixtures (other Entitythan accounts receivable) with respect to any Property which is subject to any such assignment or transfer to secure Tenant’s obligations under this Agreement and the Incidental Documents, as if such change which security agreement shall be in control or transaction were form and substance satisfactory to Landlord in its sole discretion and which security agreement shall constitute an Incidental Document hereunder; and (iv) in the case of a sublease, an assignment which assigns all of such subtenant’s right, title and interest in such sublease to Landlord to secure Tenant’s obligations under this Agreement and the Incidental Documents, which assignment shall be in form and substance satisfactory to Landlord in its sole discretion and which assignment shall constitute an Incidental Document hereunder. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention of this Lease but Section 16.1 shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8be voidable at Landlord’s option.

Subletting and Assignment. (a) Except as provided in Section 16.3 and in this Section 16.1, Tenant shall not, except as otherwise permitted pursuant to this Master Lease, without Landlord’s prior written consent (consent, which may shall not be given unreasonably withheld, voluntarily or withheld by Landlord in its sole discretion), assign, mortgage, pledge, hypothecate, encumber, or otherwise transfer this Lease or sublease operation of law assign (which term shall be deemed to include the granting includes any transfer, sale, encumbering, pledge or other transfer or hypothecation and undergoing any Tenant Change of concessions, licenses, and the like), all or any part of the Leased Property or suffer or permit this Lease or the leasehold estate created hereby or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated, or encumbered, Control) in whole or in part, whether voluntarily, involuntarily, part this Master Lease or by operation Tenant’s Leasehold Estate (or any Operating Subtenant’s subleasehold interest therein) with respect to any Facility or sublet all or any portion of law, or permit any Facility. Tenant acknowledges that Landlord is relying upon the use or expertise of Tenant in the operation of the Leased Property by anyone Facilities and that Landlord entered into this Master Lease with the expectation that Tenant would remain in and operate such Facilities during the entire Term. Any Tenant Change of Control (other than a Tenant Change of Control pursuant to clause (but ii) of the foregoing is not to be construed to limit the Permitted Use definition thereof) or to restrict Tenant from engaging, or limit the requirement transfer of Tenant to engage, Manager or other hotel manager), or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Lease shall be deemed to include the following: without Landlord’s consent, any direct or indirect transfer of any interest ownership interests in Tenant or any transaction pursuant to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all shall not constitute an assignment of Tenant’s assets are transferred to any other Entity, as if such change interest in control or transaction were an assignment this Master Lease within the meaning of this Lease but Article XXII and shall not include any involuntary liens be prohibited, and the provisions requiring consent of Landlord contained herein shall not apply thereto, if and for so long as, Tenant remains wholly owned and Controlled, directly or attachments contested indirectly, by Tenant’s Parent (it being understood, however, that a Tenant Change of Control pursuant to clause (ii) of the definition thereof shall be prohibited except as, and to the extent, provided in good faith in accordance with Article 8Section 22.2(i) below).

Subletting and Assignment. Other than as expressly provided herein (a) Except as provided including in Section 16.3 respect of Permitted Leasehold Mortgages under Article XVII, and the permitted Subleases and assignments described in this Section 16.1Article XXII), Tenant shall not, without Landlord’s prior written consent (which which, except as specifically set forth herein, may be given or withheld by Landlord in its Landlord’s sole and absolute discretion), assign(x) voluntarily or by operation of law assign (which term includes any transfer, mortgagesale, pledgeencumbering, hypothecatepledge or other transfer or hypothecation), encumberin whole or in part, or otherwise transfer this Lease or sublease Tenant’s Leasehold Estate, (which term shall be deemed to include the granting of concessionsy) let or sublet (or sub-sublet, licenses, and the like), as applicable) all or any part of the Leased Property or suffer or permit this Lease or of the leasehold estate created hereby or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecatedFacility, or encumbered, in whole or in part, whether voluntarily, involuntarily, or by operation (z) engage the services of law, or permit any Person (other than an Affiliate of Tenant) for the use management or operation of the Leased Property by anyone other than Tenant Facility (but provided that the foregoing is shall not to be construed to limit the Permitted Use or to restrict a transferee of Tenant from engaging, or limit retaining a manager necessary for such transferee’s satisfying the requirement set forth in clause (a)(1) of the definition of “Qualified Transferee”). Tenant acknowledges that Landlord is relying upon the expertise of Tenant in the operation of the Facility hereunder and that Landlord entered into this Lease with the expectation that Tenant would remain in and operate the Facility during the entire Term. Any Change of Control (or, subject to engageSection 22.2 below, Manager any transfer of direct or other hotel manager), or the Leased Property to be offered or advertised for assignment or subletting. For purposes indirect interests in Tenant that results in a Change of this Section 16.1, Control) shall constitute an assignment of Tenant’s interest in this Lease shall be deemed to include within the following: without Landlord’s consent, any direct or indirect transfer of any interest in Tenant or any transaction pursuant to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant’s assets are transferred to any other Entity, as if such change in control or transaction were an assignment meaning of this Lease but Article XXII and the provisions requiring consent contained herein shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8apply thereto.

Subletting and Assignment. (a) Except as provided in Section 16.3 and in this Section 16.116.3, Tenant shall not, without Landlord’s prior written consent (which consent may be given or withheld by Landlord in its Landlord’s sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber, encumber or otherwise transfer this Lease Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, licenses and the like), all or any part of the Leased Property Property, or any portion thereof, or suffer or permit this Lease Agreement or the leasehold estate created hereby or any other rights arising under this Lease Agreement to be assigned, transferred, mortgaged, pledged, hypothecated, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property Property, or any portion thereof, by anyone other than Tenant (but Tenant, any Manager approved by Landlord pursuant to the foregoing is not to be construed to limit the Permitted Use applicable provisions of this Agreement or to restrict Tenant from engaging, or limit the requirement residents and patients of Tenant to engage, Manager or other hotel manager)Tenant, or the Leased Property Property, or any portion thereof, to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Lease Agreement shall be deemed to include the following: include, without Landlord’s consentlimitation, any direct or indirect transfer Change in Control of Tenant. If this Agreement is assigned or if the Leased Property, or any interest in portion thereof, is sublet (or occupied by anybody other than Tenant or any transaction pursuant Manager, their respective employees or residents or patients of Tenant), Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to which the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant is merged from the future performance by Tenant of its covenants, agreements or consolidated with another Entity obligations contained in this Agreement. Any assignment or pursuant to which all or substantially all transfer of Tenant’s assets are transferred interest under this Agreement shall be subject to such assignee’s or transferee’s delivery to Landlord of (a) a Guaranty, which Guaranty shall be in form and substance satisfactory to Landlord in its sole discretion and which Guaranty shall constitute an Incidental Document hereunder; (b) a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant’s obligations under this Agreement and the Incidental Documents, which pledge shall be in form and substance satisfactory to Landlord in its sole discretion and which pledge shall constitute an Incidental Document hereunder; (c) a security agreement granting Landlord a security interest in all of such assignee’s or transferee’s right, title and interest in and to any personal property, intangibles and fixtures (other Entitythan accounts receivable) with respect to any Property which is subject to any such assignment or transfer to secure Tenant’s obligations under this Agreement and the Incidental Documents, as if such change which security agreement shall be in control or transaction were form and substance satisfactory to Landlord in its sole discretion and which security agreement shall constitute an Incidental Document hereunder; and (d) in the case of a sublease, an assignment which assigns all of such subtenant’s right, title and interest in such sublease to Landlord to secure Tenant’s obligations under this Agreement and the Incidental Documents, which assignment shall be in form and substance satisfactory to Landlord in its sole discretion and which assignment shall constitute an Incidental Document hereunder. No subletting or assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant’s interest under this Agreement in contravention of this Lease but Section 16.1 shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8be voidable at Landlord’s option.

Subletting and Assignment. (a) Except as provided in Section 16.3 and 25.1.1 Notwithstanding anything to the contrary contained in this Section 16.1Lease but subject to Sections 25.4 and 25.1.11 below, Tenant shall have no ------------- ------- right, directly or indirectly, to assign this Lease in part under any circumstances. Subject to the foregoing, except as expressly provided herein, Tenant shall not, without Landlord’s the prior written consent (of Lessor, which may consent shall not be given unreasonably withheld, delayed or withheld by Landlord conditioned so long as no Event of Default has occurred and is continuing hereunder, assign this Lease in its sole discretion), assign, entirety or mortgage, pledge, hypothecate, encumber, encumber or otherwise transfer any interest in this Lease in whole or in part or sublease (which term shall be deemed to include the granting of concessions, licenses, and the like), all or any part of the any Leased Property or suffer or permit this Lease or the leasehold estate created hereby or thereby or any other rights arising under this Lease to be assigned, assigned in its entirety or to be transferred, mortgaged, pledged, hypothecated, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily, voluntarily or involuntarily or by operation of law, or permit the use or operation occupancy of the Leased Property by anyone other than Tenant (but the foregoing is not to be construed to limit the Permitted Use or to restrict Tenant from engaging, or limit the requirement of Tenant to engage, Manager or other hotel manager), or the any Leased Property to be offered or advertised for assignment or sublettingsubletting except as hereinafter provided. For purposes of this Section 16.125.1, an assignment of this Lease shall ------------ be deemed to include the following: without Landlord’s consent, any direct or indirect transfer change in control of any interest in Tenant or any transaction pursuant to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant’s assets are transferred to any other Entity, as if such change in control or transaction were an assignment of this Lease but Lease. Changes in control of any Tenant shall include, without limitation, (a) a change in the composition of the board of directors of any Tenant or any Guarantor such that at the end of any period of twelve (12) consecutive months the persons constituting a majority of such board of directors are not the same as the persons constituting a majority at the start of such period (or persons appointed by such majority), (b) the sale or other disposition of (i) all or any part of its interest in any Guarantor or (ii) all or substantially all of the assets of any Guarantor or any Tenant (other than a bona fide pledge in connection with a financing approved by Lessor), and (c) a merger or consolidation involving any Guarantor or any Tenant, which results in the stockholders of any Guarantor or any Tenant immediately prior to such event owning less than 50% of the capital stock of the surviving entity or any public parent of the surviving entity. For purposes of this Section 25.1, a sublease of all or any part of any Leased Property shall be ------------ deemed to include any involuntary liens concessionaire agreement, license agreement or attachments contested by Tenant in good faith in accordance with Article 8other agreement involving use or possession of all or any part of any Leased Property.

Subletting and Assignment. (a) Except as provided in Section 16.3 and in this Section 16.116.3, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld by Landlord in its Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber, encumber or otherwise transfer this Lease Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses, licenses and the likelike but shall not be deemed to include the lodging of hotel guests consistent with the Permitted Use), all or any part of the Leased Property or suffer or permit this Lease Agreement or the leasehold estate created hereby or any other rights arising under this Lease Agreement to be assigned, transferred, mortgaged, pledged, hypothecated, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property by anyone other than Tenant (but the foregoing is not to be construed to limit the Permitted Use or to restrict Tenant from engaging, or limit the requirement of Tenant to engage, Manager or other hotel manager)Tenant, or the Leased Property to be offered or advertised for assignment or subletting; provided, however, that an assignment to a wholly owned subsidiary (direct or indirect) of Candlewood shall be permitted without the consent of, but upon Notice to, Landlord. For purposes of this Section 16.1, an assignment of this Lease Agreement shall be deemed to include the following: include, without Landlord’s consentlimitation, any direct or indirect transfer Change in Control of any interest in Tenant or Candlewood. If this Agreement is assigned or if the Leased Property or any transaction pursuant to which part thereof are sublet (or occupied by anybody other than Tenant is merged and their respective employees or consolidated with another Entity hotel guests) Landlord may collect the rents from such assignee, subtenant or pursuant to which all or substantially all of Tenant’s assets are transferred to any other Entityoccupant, as if the case may be, and apply the net amount collected to the Rent herein reserved, but no such change collection shall be deemed a waiver of the provisions set forth in control or transaction were an assignment the first paragraph of this Lease but shall not include any involuntary liens Section 16.1, the acceptance by Landlord of such assignee, subtenant or attachments contested occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in good faith in accordance with Article 8this Agreement.

Subletting and Assignment. (a) Except as provided in the last sentence of this paragraph and Section 16.3 and in this Section 16.1below, Tenant shall not, without Landlord’s the prior written consent (which may be given or withheld by Landlord in its sole discretion)of a majority of the Independent Trustees and a majority of the Trustees, assign, mortgage, pledge, hypothecate, encumber, encumber or otherwise transfer this Lease Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses, licenses and the like), all or any part of the Collective Leased Property Properties or suffer or permit this Lease Agreement or the leasehold estate created hereby or any other rights arising under this Lease Agreement to be assigned, transferred, mortgaged, pledged, hypothecated, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily, involuntarily or by operation of law, or permit the use or operation occupancy of any of the Collective Leased Property Properties by anyone other than Tenant (but the foregoing is not to be construed to limit the Permitted Use or to restrict Tenant from engagingTenant, or limit any of the requirement of Tenant to engage, Manager or other hotel manager), or the Collective Leased Property Properties to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Lease Agreement shall be deemed to include any Change in Control of Tenant (other than any Change in Control resulting from (x) the following: closing of the IPO, (y) the trading of shares by the public on a nationally recognized exchange, including, without Landlord’s consentlimitation, any direct NASDAQ, or indirect transfer (z) the issuance of any interest additional equity interests in Tenant or any Guarantor on commercially reasonable terms) or any transaction pursuant to which Tenant is merged or consolidated with another Entity entity or pursuant to which all or substantially all of Tenant’s 's assets are transferred to any other Entityentity, as if such change in control or transaction were an assignment of this Lease but Agreement. Landlord's consent shall not include be required in connection with the transfer of all of the interests in Tenant to Prime, provided that Prime shall, simultaneously therewith, execute and deliver to Landlord a Stock Pledge and Security Agreement in the form of the Stock Pledge Agreement. If this Agreement is assigned or if any involuntary liens of the Collective Leased Properties or attachments contested any part thereof are sublet (or occupied by anybody other than Tenant or residents of the units at the Facilities) Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in good faith this Agreement. No subletting or assignment shall in accordance with Article 8any way impair the continuing primary liability of Tenant hereunder, and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Primary Intended Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Section 16.1 shall be voidable at Landlord's option.

Subletting and Assignment. (a) Except as provided in Section Sections 16.3 and in this Section 16.116.4, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld by Landlord in its Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber, encumber or otherwise transfer this Lease Agreement or sublease or permit the sublease (which term shall be deemed to include the granting of concessions, licenses, licenses and the like), of all or any part of the Leased Property or suffer or permit this Lease Agreement or the leasehold estate created hereby or any other rights arising under this Lease Agreement to be assigned, transferred, mortgaged, pledged, hypothecated, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily, involuntarily or by operation of law, or permit the use or operation of all or any part of the Leased Property by anyone other than Tenant (but Tenant, any Manager approved by Landlord pursuant to the foregoing is not to be construed to limit the Permitted Use applicable provisions of this Agreement or to restrict Tenant from engaging, or limit the requirement residents and patients of Tenant to engage, Manager or other hotel manager)Tenant, or the Leased Property or any part thereof to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Lease Agreement shall be deemed to include the following: include, without Landlord’s consentlimitation, any direct or indirect transfer Change in Control of Tenant. If this Agreement is assigned or if all or any interest in part of the Leased Property is sublet (or occupied by anybody other than Tenant or any transaction pursuant Manager, their respective employees or residents or patients of Tenant), Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement. -52- Any assignment or transfer of Tenant's interest under this Agreement shall be subject to such assignee's or transferee's delivery to Landlord of (a) a pledge of the stock, partnership, membership or other ownership interests of such assignee or other transferee to secure Tenant's obligations under the Lease Documents, which Tenant is merged or consolidated with another Entity or pursuant pledge shall be in form and substance satisfactory to which all or substantially Landlord in its sole discretion and (b) a security agreement granting Landlord a security interest in all of Tenant’s assets are transferred such assignee's or transferee's right, title and interest in and to any personal property, intangibles and fixtures (other Entitythan accounts receivable and subject to Permitted Liens) with respect to any Property which is subject to any such assignment or transfer to secure Tenant's obligations under the Lease Documents, as if such change which security agreement shall be in control form and substance satisfactory to Landlord in its sole discretion. No subletting or transaction were an assignment shall in any way impair the continuing primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the prohibition set forth in this Section 16.1. No assignment, subletting or occupancy shall affect any Permitted Use. Any subletting, assignment or other transfer of Tenant's interest under this Agreement in contravention of this Lease but Section 16.1 shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8.be voidable at Landlord's option. 16.2

Subletting and Assignment. (a) Except as provided in Section 16.3 and in this Section 16.1, Tenant shall not, without Landlord’s prior written consent (which may be given or withheld by Landlord in its sole discretion), assign, mortgage, pledge, hypothecate, encumber, or otherwise transfer this Lease or sublease (which term shall be deemed to include the granting of concessions, licenses, and the like), all or any part of the Leased Property or suffer or permit this Lease or the leasehold estate created hereby or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated, or encumbered, in whole or in part, whether voluntarily, involuntarily, or by operation of law, or permit the use or operation of the Leased Property by anyone other than Tenant (but the foregoing is not to be construed to limit the Permitted Use or to restrict Tenant from engaging, or limit the requirement of Tenant to engage, Manager the Management Parties or other hotel managermanagers), or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Lease shall be deemed to include the following: without Landlord’s consent, any direct or indirect transfer of any interest in Tenant or any transaction pursuant to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant’s assets are transferred to any other Entity, as if such change in control or transaction were an assignment of this Lease but shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8.

Subletting and Assignment. (a) Except as provided in Section 16.3 and in this Section 16.1hereinafter set forth, Tenant shall not, without Landlord’s prior written consent (which may be given or withheld by Landlord in its sole discretion), not assign, mortgage, pledge, hypothecate, encumber, pledge or otherwise transfer encumber this Lease or sublease (which term shall be deemed to include the granting of concessions, licenses, and the like), nor sublet all or any part of the Leased Property Premises, nor permit or suffer or permit this Lease or allow the leasehold estate created hereby use of all or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated, or encumbered, in whole or in part, whether voluntarily, involuntarily, or by operation of law, or permit the use or operation part of the Leased Property Premises by anyone other than Tenant (but the foregoing is third party users, such as concessionaires, without, on each occasion, obtaining Landlord’s written consent thereto. Landlord will not unreasonably withhold, condition or delay its consent to be construed to limit the Permitted Use or to restrict Tenant from engaging, or limit the requirement of Tenant to engage, Manager or other hotel manager), or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an any assignment of this Lease or sublease of all or any part of the Premises under the circumstance described in Section 8.1(b)(i), and Landlord will consent to the assignment of this Lease to a Permitted Transferee under the circumstances described in Section 8.1(b)(ii); otherwise, the consent of Landlord to an assignment, sublease or other transaction covered by this Section 8.1(a) will be within Landlord’s sole discretion. As used herein, the term “assign” or “assignment” shall be deemed to include the followinginclude, without limitation: without Landlord’s consent, (i) any direct or indirect transfer of Tenant’s interest in this Lease by operation of law or the merger or consolidation of Tenant with or into any other firm or corporation; or (ii) the transfer or sale of a controlling interest in Tenant (whether in a single transaction or any transaction pursuant a series of transactions) and whether by sale of its capital stock or otherwise, other than by reason of a sale of a portion of the capital stock of Tenant to raise capital which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all does not result in a change in the day-to-day control of Tenant’s assets are transferred to any other Entity, as if such change in control or transaction were an assignment of this Lease but shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8.

Subletting and Assignment. (a) Except as provided in Section 16.3 and 25.1.1 Notwithstanding anything to the contrary contained in this Lease but subject to Section 16.125.1.2, Section 25.1.11, Section 25.1.12 and Section 25.4 below, Tenant shall have no right, directly or indirectly, to assign this Lease in part under any circumstances. Subject to the foregoing, except as expressly provided herein, Tenant shall not, without Landlord’s the prior written consent (of Lessor, which may consent shall not be given unreasonably withheld, delayed or withheld by Landlord conditioned so long as no Event of Default has occurred and is continuing hereunder, assign this Lease in its sole discretion), assign, entirety or mortgage, pledge, hypothecate, encumber, encumber or otherwise transfer any interest in this Lease in whole or in part or sublease (which term shall be deemed to include the granting of concessions, licenses, and the like), all or any part of the any Leased Property or suffer or permit this Lease or the leasehold estate created hereby or thereby or any other rights arising under this Lease to be assigned, assigned in its entirety or to be transferred, mortgaged, pledged, hypothecated, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily, voluntarily or involuntarily or by operation of law, or permit the use or operation occupancy of the Leased Property by anyone other than Tenant (but the foregoing is not to be construed to limit the Permitted Use or to restrict Tenant from engaging, or limit the requirement of Tenant to engage, Manager or other hotel manager), or the any Leased Property to be offered or advertised for assignment or sublettingsubletting except as hereinafter provided. For purposes of this Section 16.125.1, an assignment of this Lease shall be deemed to include the following: without Landlord’s consent, any direct or indirect transfer change in control of any interest Tenant (other than in Tenant or any transaction pursuant to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all a Kindred Change of Tenant’s assets are transferred to any other EntityControl Transaction), as if such change in control or transaction were an assignment of this Lease but Lease. Changes in control of any Tenant shall include, without limitation, (a) a change in the Seniormost Parent Control Person, (b) a change in the composition of the board of directors (or, for any Entity that is not a corporation, any comparable governing body) of any Tenant, any Guarantor, any Section 25.1.12(f) Guarantor or any Fund or any direct or indirect subsidiary of any Fund of which any Section 25.1.12(f) Guarantor is a direct or indirect subsidiary such that at the end of any period of twelve (12) consecutive months the persons constituting a majority of such board of directors are not the same as the persons constituting a majority at the start of such period (or persons appointed by such majority), (c) the sale or other disposition by (i) any Fund or any direct or indirect subsidiary of any Fund of which any Section 25.1.12(f) Guarantor is a direct or indirect subsidiary of its direct or indirect controlling interest in such Section 25.1.12(f) Guarantor if such sale or other disposition results in a change of the Seniormost Parent Control Person, (ii) any Section 25.1.12(f) Guarantor of its direct or indirect controlling interest in Tenant if such sale or other disposition results in a change of the Seniormost Parent Control Person, or (iii) Tenant of all or any part of its interest in any Guarantor if such sale or other disposition results in a change of the Seniormost Parent Control Person that directly or indirectly controls such Guarantor, (d) the sale or other disposition of all or substantially all of the assets of the Seniormost Parent Control Person, any Section 25.1.12(f) Guarantor, any Guarantor or any Tenant (other than a bona fide pledge in connection with a financing approved by Lessor), and (e) a merger or consolidation involving any Guarantor, any Tenant, any Section 25.1.12(f) Guarantor or any Fund or any direct or indirect subsidiary of any Fund of which any Section 25.1.12(f) Guarantor is a direct or indirect subsidiary which results in the stockholders of the Seniormost Parent Control Person immediately prior to such event owning less (directly or indirectly) than 50% of the capital stock of the surviving entity or any public parent of the surviving entity. For purposes of this Section 25.1 (and, for the avoidance of doubt, all of the subsections of this Section 25.1), a Kindred Change of Control Transaction shall not constitute an assignment or subletting of this Lease, and, subject to the provisions set forth in Section 25.1.12, Lessor’s consent shall not be required for the consummation of a Kindred Change of Control Transaction. For purposes of this Section 25.1, a sublease of all or any part of any Leased Property shall be deemed to include any involuntary liens concessionaire agreement, license agreement or attachments contested by Tenant in good faith in accordance with Article 8other agreement involving use or possession of all or any part of any Leased Property.

Subletting and Assignment. (a) Except as provided in Section 16.3 and in this Section 16.1hereinafter set forth, Tenant shall not, without Landlord’s prior written consent (which may be given or withheld by Landlord in its sole discretion), not assign, mortgage, pledge, hypothecate, encumber, pledge or otherwise transfer encumber this Lease or sublease (which term shall be deemed to include the granting of concessions, licenses, and the like), nor sublet all or any part of the Leased Property Premises, nor permit or suffer allow the use of all or permit any part of the Premises by third party users, such as concessionaires, without, on each occasion, obtaining Landlord’s written consent thereto, which shall be within Landlord’s sole discretion (except as provided below). Tenant may request such consent as provided in Section 8.1(f). Landlord will not unreasonably withhold, delay or condition its consent to a proposed assignment of this Lease or the leasehold estate created hereby sublease of all or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated, or encumbered, in whole or in part, whether voluntarily, involuntarily, or by operation of law, or permit the use or operation portion of the Leased Property by anyone other than Tenant (but Premises under the foregoing is not to be construed to limit the Permitted Use or to restrict Tenant from engaging, or limit the requirement of Tenant to engage, Manager or other hotel managercircumstances described in Section 8.1(b)(i), or the Leased Property and will respond to be offered or advertised a request for assignment or sublettingsuch consent as provided in Section 8.1(f) (subject to Landlord’s recapture right under Section 8.1(e)). For purposes of this Section 16.1, Landlord’s consent to an assignment of this Lease or a sublease or all or any portion of the Premises to a Permitted Transferee under the circumstances described in Section 8.1(b)(ii), and Landlord’s consent to use of portions of the Premises by third party users under the circumstances described in Section 8.1(b)(iii), shall not be required. As used herein, the term “assign” or “assignment” shall be deemed to include the following: include, without Landlord’s consent, limitation any direct or indirect transfer of Tenant’s interest in this Lease by operation of law or the merger or consolidation of Tenant with or into any other firm or corporation; provided, however, that the sale, transfer or issuance of stock or other ownership interest in Tenant or any transaction pursuant shall not be deemed to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant’s assets are transferred to any other Entity, as if such change in control or transaction were be an assignment of or other transfer subject to Landlord’s approval under this Lease but shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8VIII.

Subletting and Assignment. (a) Except as provided in Section 16.3 and in this Section 16.116.3, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld by Landlord in its Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber, encumber or otherwise transfer this Lease Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses, licenses and the likelike but shall not be deemed to include the lodging of hotel guests consistent with the Permitted Use), all or any part of the Leased Property or suffer or permit this Lease Agreement or the leasehold estate created hereby or any other rights arising under this Lease Agreement to be assigned, transferred, mortgaged, pledged, hypothecated, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property by anyone other than Tenant (but the foregoing is not to be construed to limit the Permitted Use or to restrict Tenant from engaging, or limit the requirement of Tenant to engage, Manager or other hotel manager)Tenant, or the Leased Property to be offered or advertised for assignment or subletting; provided, however, that an assignment to a wholly owned subsidiary (direct or indirect) of Candlewood shall be permitted without the consent of, but upon Notice to, Landlord. For purposes of this Section 16.1, an assignment of this Lease Agreement shall be deemed to include the following: without Landlord’s consent, any direct or indirect transfer of any interest in Tenant or any transaction pursuant such that Tenant shall cease to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant’s assets are transferred to any other Entity, as if such change in control or transaction were an assignment of this Lease but shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8.be a

Subletting and Assignment. (a) Except as provided in Section 16.3 and in this Section 16.1Article 19, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld by Landlord in its Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber, encumber or otherwise transfer this Lease Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses, licenses and the like), all or any part of the Leased Property or suffer or permit this Lease Agreement or the leasehold estate created hereby or any other rights arising under this Lease Agreement to be assigned, transferred, mortgaged, pledged, hypothecated, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property by anyone other than Tenant (but and the foregoing is not to be construed to limit the Permitted Use or to restrict Tenant from engaging, or limit the requirement of Tenant to engage, Manager or other hotel manager)Manager, or the Leased Property to be offered or advertised for assignment or subletting. For From and after the assignment required by Section 16.5, for purposes of this Section 16.1, an assignment of this Lease Agreement shall be deemed to include the following: without Landlord’s consent, any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a wholly owned direct or indirect Subsidiary of Wyndham or any transaction pursuant to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant’s 's assets are transferred to any other Entity, as if such change in control or transaction were an assignment of this Lease but Agreement; provided, however, that the foregoing shall not include be construed to prohibit collateral assignments or pledges of the capital stock of Tenant to Lending Institutions otherwise permitted by this Agreement. 73 -66- If this Agreement is assigned or if the Leased Property or any involuntary liens part thereof are sublet (or attachments contested occupied by anybody other than Tenant, the Manager and their respective employees or hotel guests) Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in good faith in accordance with Article 8this Agreement.

Subletting and Assignment. (a) Except as provided in Section 16.3 and in this Section 16.116.3, Tenant shall not, without Landlord’s 's prior written consent (which consent may be given or withheld by Landlord in its Landlord's sole and absolute discretion), assign, mortgage, pledge, hypothecate, encumber, encumber or otherwise transfer this Lease Agreement or sublease (which term shall be deemed to include the granting of concessions, licenses, licenses and the like), all or any part of the Leased Property or suffer or permit this Lease Agreement or the leasehold estate created hereby or any other rights arising under this Lease Agreement to be assigned, transferred, mortgaged, pledged, hypothecated, hypothecated or encumbered, in whole or in part, whether voluntarily, involuntarily, involuntarily or by operation of law, or permit the use or operation of the Leased Property by anyone other than Tenant (but the foregoing is not to be construed to limit the Permitted Use or to restrict Tenant from engaging, or limit the requirement of Tenant to engage, Manager or other hotel manager)Tenant, or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Lease Agreement shall be deemed to include the following: without Landlord’s consentfollowing (for purposes of this Section 16.1, a "Corporate Transfer"): any direct or indirect transfer of any interest in Tenant such that Tenant shall cease to be a direct or indirect Subsidiary of the Guarantor or any transaction pursuant to which Tenant is merged or consolidated with another Entity which is not the Guarantor or an Affiliated Person of the Guarantor or pursuant to which all or substantially all of Tenant’s 's assets are transferred to any other Entity, as if such change in control or transaction were an assignment of this Lease Agreement but shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. Notwithstanding the foregoing if, after giving effect to a Corporate Transfer, Tenant, or all or substantially all of Tenant's assets, would be owned or controlled by a Person who would, in connection therewith, acquire all or substantially all of one or more or all of the Courtyard, Residence Inn, TownePlace Suites or Marriott Hotels business of the Guarantor and its direct and indirect Subsidiaries, provided that, in Landlord's reasonable determination such Person and its controlling parties (x) shall have sufficient expertise and financial resources to carry on the Courtyard or Residence Inn business consistent with historical practices and (y) shall not be convicted felons, Landlord shall, at Tenant's request, waive the restrictions set forth in this Section 16.1 with respect to such Corporate Transfer and no consent by Landlord shall be required with respect thereto. If Landlord fails to give Notice of such waiver (or the withholding thereof) within twenty (20) Business Days after Tenant's written request therefor, such waiver shall be deemed given. If this Agreement is assigned or if the Leased Property or any part thereof are sublet (or occupied by anybody other than Tenant) Landlord may collect the rents from such assignee, subtenant or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such col lection shall be deemed a waiver of the provisions set forth in the first paragraph of this Section 16.1, the acceptance by Landlord of such assignee, subtenant or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements or obligations contained in this Agreement.