Common use of Assignment by Owner Clause in Contracts

Assignment by Owner. (a) Except as otherwise expressly provided for herein, Owner may not sell, transfer or otherwise convey all or any part of the Project or Owner’s interest therein or assign this Agreement or any interest herein without the express prior written consent of Manager (which will not be unreasonably withheld or delayed). Manager agrees that it will not use its right to grant or withhold consent as a means to extract economic concessions from Owner. Instead, Manager agrees to make its decision based on its commercially reasonable evaluation of whether the proposed transferee or assignee has adequate net worth to timely discharge all of the obligations of Owner under this Agreement and whether the persons identified with the proposed transferee or assignee will be persons of high character and with a favorable reputation for integrity, honesty and veracity and whether a proposed transfer or assignment will adversely affect the ownership, operation and management of the Project subject to and in accordance with the provisions of this Agreement. In addition, Manager may consider whether the proposed transferee is another hotel manager or franchisor. Accordingly, Manager shall grant or withhold consent to any proposed transfer or assignment on the basis of Manager’s evaluations and determinations of the factors enumerated in the preceding sentences. Any transferee or assignee by reason of any such transfer or assignment shall assume and agree to perform all of Owner’s duties, obligations and liabilities herein contained pursuant to a written instrument in form and substance reasonably satisfactory to Manager, the transferee or assignee and any Mortgagee. The sale or other disposition of fifty percent (50%) or more of the beneficial interests in Owner (whether partnership interests, shares of stock or other beneficial interests), whether in a single transaction or in a series of transactions, shall be deemed to constitute the sale or disposition of an interest in the Project for purposes of this Article. With respect to the foregoing, Manager agrees that Owner may, upon notice to but otherwise without Manager’s prior consent, sell or otherwise convey that certain remote parking lot located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxx, which is utilized in connection with the operation of the Hotel; provided, however, that prior to consummating such sale or conveyance, Owner shall have made arrangements for reasonable substitute parking that may be utilized in connection with the operation of the Hotel and that includes a substantially similar number of parking spaces (and such parking shall be provided to the Hotel at no charge to the Hotel, or if there is any charge therefor, such charge shall be disregarded for purposes of calculating the Incentive Fee hereunder). In addition, with respect to any sale or transfer of the Project consented to by Manager which is to a person who is affiliated with, but is not itself, another hotel manager or franchisor, Manager shall have the right to terminate this Agreement upon or following such transfer as provided in Section 12.5(b). (b) Manager agrees that Owner may, upon at least fifteen (15) days’ prior written notice to Manager, transfer the entire Project to (i) American Property Hotel LLC ( a New Mexico limited liability company) or one of its direct or indirect subsidiaries or (ii) any person who is directly or indirectly controlled by or under common control with Apollo Real Estate Investment Fund III, L.P., so long as such person is not in the hotel franchising business as a franchisor of, and does not operate or manage hotels under, its own regionally or nationally recognized brand. In the event of a transfer pursuant to this Section 10.2(b), Owner shall continue to be liable for its obligations hereunder in respect of the period prior to such transfer as if such transfer had not been made. Any transferee or assignee by reason of any such transfer shall assume and agree to perform all of Owner’s duties, obligations and liabilities herein contained pursuant to a written instrument in form and substance reasonably satisfactory to Manager, the transferee and any Mortgagee. (c) In the event of a proposed transfer of the Project, Owner shall provide to Manager such information concerning the proposed transferee as Manager may reasonably request. Manager agrees not to disclose any such information to any person other than a Permitted Person (as hereinafter defined), provided, however, that the restrictions of this Section 10.2(c) shall not apply to any information required to be disclosed by applicable law or to information that is public or becomes public other than by virtue of a breach of this Section 10.2(c). For purposes of this Section 10.2(c), the term “Permitted Person” shall mean (i) the partners, shareholders, directors, officers and employees of Manager, (ii) accountants, attorneys, consultants and other professionals engaged to render services in connection with the Project or Manager’s business and (iii) lenders, potential lenders and potential purchasers of or investors in Manager. Such Permitted Persons shall be informed of the confidential nature of the information disclosed to them and shall be required to agree to act in accordance with the provisions of this Section 10.2(c) with respect to such information.

Assignment by Owner. (a) Except as otherwise expressly provided for herein, Owner may not sell, transfer or otherwise convey all or any part of the Project or Owner’s interest therein or assign this Agreement or any interest herein without the express prior written consent of Manager (which will not be unreasonably withheld or delayed). Manager agrees that it will not use its right to grant or withhold consent as a means to extract economic concessions from Owner. Instead, Manager agrees to make its decision based on its commercially reasonable evaluation of whether the proposed transferee or assignee has adequate net worth to timely discharge all of the obligations of Owner under this Agreement and whether the persons identified with the proposed transferee or assignee will be persons of high character and with a favorable reputation for integrity, honesty and veracity and whether a proposed transfer or assignment will adversely affect the ownership, operation and management of the Project subject to and in accordance with the provisions of this Agreement. In addition, Manager may consider whether the proposed transferee is another hotel manager or franchisor. Accordingly, Manager shall grant or withhold consent to any proposed transfer or assignment on the basis of Manager’s evaluations and determinations of the factors enumerated in the preceding sentences. Any transferee or assignee by reason of any such transfer or assignment shall assume and agree to perform all of Owner’s duties, obligations and liabilities herein contained pursuant to a written instrument in form and substance reasonably satisfactory to Manager, the transferee or assignee and any Mortgagee. The sale or other disposition of fifty percent (50%) or more of the beneficial interests in Owner (whether partnership interests, shares of stock or other beneficial interests), whether in a single transaction or in a series of transactions, shall be deemed to constitute the sale or disposition of an interest in the Project for purposes of this Article. With respect to the foregoing, Manager agrees that Owner may, upon notice to but otherwise without Manager’s prior consent, sell or otherwise convey that certain remote parking lot located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxx, which is utilized in connection with the operation of the Hotel; provided, however, that prior to consummating such sale or conveyance, Owner shall have made arrangements for reasonable substitute parking that may be utilized in connection with the operation of the Hotel and that includes a substantially similar number of parking spaces (and such parking shall be provided to the Hotel at no charge to the Hotel, or if there is any charge therefor, such charge shall be disregarded for purposes of calculating the Incentive Fee hereunder). In addition, with respect to any sale or transfer of the Project consented to by Manager which is to a person who is affiliated with, but is not itself, another hotel manager or franchisor, Manager shall have the right to terminate this Agreement upon or following such transfer as provided in Section 12.5(b). (b) Manager agrees that Owner may, upon at least fifteen (15) days’ prior written notice to Manager, transfer the entire Project to (i) American Property Hotel LLC ( a New Mexico limited liability company) or one of its direct or indirect subsidiaries or (ii) any person who is directly or indirectly controlled by or under common control with Apollo Real Estate Investment Fund III, L.P., so long as such person is not in the hotel franchising business as a franchisor of, and does not operate or manage hotels under, its own regionally or nationally recognized brand. In the event of a transfer pursuant to this Section 10.2(b), Owner shall continue to be liable for its obligations hereunder in respect of the period prior to such transfer as if such transfer had not been made. Any transferee or assignee by reason of any such transfer shall assume and agree to perform all of Owner’s duties, obligations and liabilities herein contained pursuant to a written instrument in form and substance reasonably satisfactory to Manager, the transferee and any Mortgagee. (c) In the event of a proposed transfer of the Project, Owner shall provide to Manager such information concerning the proposed transferee as Manager may reasonably request. Manager agrees not to disclose any such information to any person other than a Permitted Person (as hereinafter defined), provided, however, that the restrictions of this Section 10.2(c) shall not apply to any information required to be disclosed by applicable law or to information that is public or becomes public other than by virtue of a breach of this Section 10.2(c). For purposes of this Section 10.2(c), the term “Permitted Person” shall mean (i) the partners, shareholders, directors, officers and employees of Manager, (ii) accountants, attorneys, consultants and other professionals engaged to render services in connection with the Project or Manager’s business and (iii) lenders, potential lenders and potential purchasers of or investors in Manager. Such Permitted Persons shall be informed of the confidential nature of the information disclosed to them and shall be required to agree to act in accordance with the provisions of this Section 10.2(c) with respect to such information.

Assignment by Owner. (a) Except as otherwise expressly provided for herein, This Contract may be assigned by the Owner may not sell, transfer or otherwise convey all or any part of the Project or Owner’s interest therein or assign this Agreement or any interest herein without the express prior written consent of Manager (which will the Contractor. Assignment by Contractor This Contract may not be unreasonably withheld or delayed). Manager agrees that it will not use its right to grant or withhold assigned by the Contractor without the prior written consent as a means to extract economic concessions from of the Owner. InsteadDISPUTE RESOLUTION Initial Determination Except as otherwise contemplated herein, Manager agrees any claim, disagreement or other matters in question between the Parties as to make its decision based on its commercially reasonable evaluation of whether the proposed transferee interpretation, application or assignee has adequate net worth to timely discharge all administration of the obligations of Owner under this Agreement and whether Contract (a “Dispute”) shall be immediately referred to the persons identified Contractor’s Project Manager for an initial determination. Where the Contractor’s Project Manager is required to determine value, performance, compliance, cost, time extensions or otherwise interpret the Contract, the Contractor’s Project Manager will consult with the proposed transferee Owner’s Representative and endeavour to reach agreement. Dispute Notice A Dispute shall arise only if a Party disagrees with the determination made under Section 25.1 or assignee if there is a difference between the Parties in connection with the interpretation, application or administration of the Contract. When a Dispute occurs, either the Contractor’s Project Manager or the Owner’s Representative shall provide the other Party with a written notice of the Dispute setting out all relevant facts and documents and the position of the Party with respect to the Dispute. Amicable Negotiations Upon the written notice of the Dispute, the Parties through the Contractor’s Project Manager and the Owner’s Representative shall make bona fide efforts to resolve the Dispute by amicable negotiations and each Party shall provide the other with xxxxx, candid and timely disclosure of all relevant facts, information and documents to facilitate the resolution of the Dispute. Resolution by Principals If the Parties fail to resolve a Dispute within five (5) Business Days after the receipt of the notice of the Dispute with all relevant facts and documents and the position of the Party with respect to the Dispute, the Parties shall submit the Dispute for resolution to the principals of each Party. Resolution by Arbitrator If the Dispute has not been resolved between the Parties within twenty (20) Business Days after submission to the principals pursuant to Section 25.4, either Party may refer the Dispute to a single arbitrator for a decision. The arbitrator shall be jointly appointed by the Parties after a period of two (2) Business Days following any agreement by the Parties of a failure to resolve the Dispute or from the date a notice is delivered by either Party to the other requiring referral to arbitration. If the Parties fail to agree on an arbitrator, the Dispute will be persons determined by a panel of high character three (3) arbitrators. Each Party shall appoint an arbitrator and with a favorable reputation for integrity, honesty and veracity and whether a proposed transfer or assignment will adversely affect the ownership, operation and management of two appointed arbitrators shall jointly appoint the Project subject to and third arbitrator. The arbitration shall be conducted in accordance with the provisions of this Agreementprocedures set forth in the Arbitration Act (British Columbia). In addition, Manager may consider whether the proposed transferee is another hotel manager or franchisor. Accordingly, Manager shall grant or withhold consent to any proposed transfer or assignment on the basis of Manager’s evaluations and determinations The decision of the factors enumerated in the preceding sentencesarbitrator(s) shall be final and binding. Any transferee or assignee by reason of any such transfer or assignment shall assume and agree to perform all of Owner’s duties, obligations and liabilities herein contained pursuant to a written instrument in form and substance reasonably satisfactory to Manager, the transferee or assignee and any Mortgagee. The sale or other disposition of fifty percent (50%) or more Costs of the beneficial interests in Owner (whether partnership interests, shares of stock or other beneficial interests), whether in a single transaction or in a series of transactions, arbitration including the arbitrator(s) shall be deemed shared equally by the Parties except that each Party shall bear its own cost of submissions, preparation and attendance at the arbitration. Disclosure of Information The Parties undertake to constitute the sale or disposition of an interest in the Project for purposes of this Article. With respect provide and disclose to the foregoingarbitrator all relevant facts, Manager agrees that Owner may, upon notice information and documents to but otherwise without Manager’s prior consent, sell or otherwise convey that certain remote parking lot located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxx, which is utilized in connection with facilitate the operation resolution of the Hotel; provided, however, that prior to consummating such sale or conveyance, Owner shall have made arrangements for reasonable substitute parking that may be utilized in connection with the operation of the Hotel and that includes a substantially similar number of parking spaces (and such parking shall be provided to the Hotel at no charge to the Hotel, or if there is any charge therefor, such charge shall be disregarded for purposes of calculating the Incentive Fee hereunder). In addition, with respect to any sale or transfer of the Project consented to by Manager which is to a person who is affiliated with, but is not itself, another hotel manager or franchisor, Manager shall have the right to terminate this Agreement upon or following such transfer as provided in Section 12.5(b)Dispute. (b) Manager agrees that Owner may, upon at least fifteen (15) days’ prior written notice to Manager, transfer the entire Project to (i) American Property Hotel LLC ( a New Mexico limited liability company) or one of its direct or indirect subsidiaries or (ii) any person who is directly or indirectly controlled by or under common control with Apollo Real Estate Investment Fund III, L.P., so long as such person is not in the hotel franchising business as a franchisor of, and does not operate or manage hotels under, its own regionally or nationally recognized brand. In the event of a transfer pursuant to this Section 10.2(b), Owner shall continue to be liable for its obligations hereunder in respect of the period prior to such transfer as if such transfer had not been made. Any transferee or assignee by reason of any such transfer shall assume and agree to perform all of Owner’s duties, obligations and liabilities herein contained pursuant to a written instrument in form and substance reasonably satisfactory to Manager, the transferee and any Mortgagee. (c) In the event of a proposed transfer of the Project, Owner shall provide to Manager such information concerning the proposed transferee as Manager may reasonably request. Manager agrees not to disclose any such information to any person other than a Permitted Person (as hereinafter defined), provided, however, that the restrictions of this Section 10.2(c) shall not apply to any information required to be disclosed by applicable law or to information that is public or becomes public other than by virtue of a breach of this Section 10.2(c). For purposes of this Section 10.2(c), the term “Permitted Person” shall mean (i) the partners, shareholders, directors, officers and employees of Manager, (ii) accountants, attorneys, consultants and other professionals engaged to render services in connection with the Project or Manager’s business and (iii) lenders, potential lenders and potential purchasers of or investors in Manager. Such Permitted Persons shall be informed of the confidential nature of the information disclosed to them and shall be required to agree to act in accordance with the provisions of this Section 10.2(c) with respect to such information.

Assignment by Owner. (a) Except as otherwise expressly provided for hereinIn addition to any permitted collateral assignments to Lenders, Owner may not sell, transfer or otherwise convey all or any part of shall have the Project or Owner’s interest therein or right to assign its entire rights and interests in this Agreement or any interest herein without the express prior written consent of Manager to (which will not be unreasonably withheld i) any Person Affiliated with Owner, (ii) any Person in connection with a sale or delayed). Manager agrees that it will not use its right to grant or withhold consent as a means to extract economic concessions from Owner. Instead, Manager agrees to make its decision based on its commercially reasonable evaluation of whether the proposed transferee or assignee has adequate net worth to timely discharge all transfer of the obligations of Owner under this Agreement and whether the persons identified with the proposed transferee or assignee will be persons of high character and with a favorable reputation for integrityHotel (including, honesty and veracity and whether a proposed transfer or assignment will adversely affect the ownershipwithout limitation, operation and management any lease of the Project subject to Hotel in its entirety), so long as in the case of (ii), all conditions set forth in this Section 18.2 shall have been met and in accordance with satisfied and such assignee shall have applied for and qualified for the provisions of this Agreement. In addition, Manager may consider whether the proposed transferee is another hotel manager or franchisor. Accordingly, Manager shall grant or withhold consent to any proposed transfer or assignment on the basis of Manager’s evaluations and determinations assumption of the factors enumerated Existing Franchise Agreement or entered into a then-current AmeriSuites franchise agreement for the duration of the Term (as defined in the preceding sentences. Any transferee or assignee by reason Management Agreement), prior to the effective date of any such assignment. Unless otherwise agreed to by Manager, Owner shall not sell, assign or transfer the Hotel, or assignment shall any interest therein or issue or permit the transfer of any Ownership Interest to any Person (i) engaged, directly or indirectly, as a substantial part of its business, in franchise licensing of hotels and not Affiliated with Owner; (ii) who fails or refuses to assume and agree to perform all of Owner’s responsibilities under this Agreement; (iii) who would otherwise not qualify as a franchisee under the terms of the Existing Franchise Agreement or (iv) who does not wish to apply for and enter into a then-current AmeriSuites franchise agreement for the Hotel. Upon any assignment hereof in connection with a sale or other transfer of the Hotel, Owner shall be relieved of its duties, obligations and liabilities herein contained pursuant hereunder arising after such assignment so long as all conditions set forth in this Section 18.2(a) have been met and the assignee thereof expressly assumes in writing all such duties, obligations and liabilities (including, without limitation, those arising or relating to events occurring prior to any such assignment) and shall agree to be bound by this Agreement as evidenced by a written instrument executed by such assignee in favor of Manager in form and substance reasonably satisfactory to Manager. If Owner desires to effect an assignment of a majority of its Ownership Interest, Owner shall give Manager not less than forty-five (45) days advance notice of its intention to do so, which notice shall identify in reasonable detail the transferee or assignee direct and any Mortgageeindirect owners of the proposed purchaser. The In the event that the sale or other disposition transfer contemplated in this subsection (a) is to a Person not Affiliated with Owner or involves the transfer of a majority Ownership Interest in Owner, then the assignment of this Agreement shall specifically exclude Manager’s and Franchisor’s obligations set forth in Section 6.01 and 6.04 hereof. Any such assignment further shall provide that that the Basic Fee is three percent (3%) of the Gross Receipts as of the effective date of the assignment of this Agreement. Notwithstanding the foregoing, if (i) Owner transfers 50% or more of the Ownership Interest to a Person Affiliated With Owner, (ii) Owner transfers fifty percent (50%) or more of the beneficial interests in Owner Affiliate Hotels (whether partnership interests, shares of stock or other beneficial interests), whether including the Hotel in a single transaction or in a series of transactionsrelated transactions with the same buyer or Persons Affiliated with that buyer, and provided such Affiliate Hotels are being operated as AmeriSuites Hotels) or (iii) there is a transaction or event which constitutes a “change in control” of Equity Inns, Inc., then this Agreement and specifically including Section 6.01 and 6.04 hereof (along with the applicable Existing Management Agreements) shall be deemed to constitute assignable without any modifications or exclusions so long as the sale or disposition of an interest in transferees comply with the Project for purposes provisions of this Article. With respect to the foregoing, Manager agrees that Owner may, upon notice to but otherwise without Manager’s prior consent, sell or otherwise convey that certain remote parking lot located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxx, which is utilized in connection with the operation of the Hotel; provided, however, that prior to consummating such sale or conveyance, Owner shall have made arrangements for reasonable substitute parking that may be utilized in connection with the operation of the Hotel and that includes a substantially similar number of parking spaces (and such parking shall be provided to the Hotel at no charge to the Hotel, or if there is any charge therefor, such charge shall be disregarded for purposes of calculating the Incentive Fee hereunder). In addition, with respect to any sale or transfer of the Project consented to by Manager which is to a person who is affiliated with, but is not itself, another hotel manager or franchisor, Manager shall have the right to terminate this Agreement upon or following such transfer as provided in Section 12.5(b)18.2. (b) Manager agrees that Notwithstanding the foregoing, in no event shall Owner maysubject the Hotel, upon at least fifteen (15) days’ prior or any part or interest therein, to a strata or condominium ownership regime, or permit the same to be so subjected, without the written notice to consent of Manager, transfer the entire Project to (i) American Property Hotel LLC ( a New Mexico limited liability company) or one of its direct or indirect subsidiaries or (ii) any person who is directly or indirectly controlled by or under common control with Apollo Real Estate Investment Fund III, L.P., so long as such person is not which consent shall be in the hotel franchising business as a franchisor of, and does not operate or manage hotels under, its own regionally or nationally recognized brand. In the event of a transfer pursuant to this Section 10.2(b), Owner shall continue to be liable for its obligations hereunder in respect of the period prior to such transfer as if such transfer had not been made. Any transferee or assignee by reason of any such transfer shall assume and agree to perform all of OwnerManager’s duties, obligations and liabilities herein contained pursuant to a written instrument in form and substance reasonably satisfactory to Manager, the transferee and any Mortgageesole discretion. (c) In the event of a proposed transfer an assignment of any Ground Lease relating to the Hotel, whether to or from an Affiliate of the Projectthen Owner or Ownership Participant or otherwise, Owner shall provide to Manager such information concerning the proposed transferee as Manager may reasonably request. Manager agrees not to disclose any such information to any person other than a Permitted Person (as hereinafter defined), provided, however, that the restrictions of this Section 10.2(c) shall not apply to any information required to be disclosed by applicable law or to information that is public or becomes public other than by virtue of a breach of this Section 10.2(c). For purposes of this Section 10.2(c), the term “Permitted Person” shall mean (i) if the partnerslessee shall become the “Owner” hereunder, shareholders, directors, officers such Person shall assume all of the liabilities and employees obligations of Manager, Owner herein set forth; and (ii) accountantsif the lessee is an Affiliate of Owner, attorneys, consultants and other professionals engaged to render services in connection with the Project or Manager’s business and (iii) lenders, potential lenders and potential purchasers lessor shall not be relieved of or investors in Manager. Such Permitted Persons shall be informed any of the confidential nature liabilities or obligations of Owner hereunder. (d) Notwithstanding anything herein to the information disclosed to them and shall be required to agree to act in accordance with contrary, the provisions of this Section 10.2(c) with respect to such information18 shall be binding upon any transferee or subsequent transferee.

Assignment by Owner. (a) 15.1 Except as otherwise expressly provided for hereinpermitted or required under Clauses 15.2, 15.3, 15.4, 24.3 and Schedule 10, Owner may not sellassign, transfer novate or otherwise convey all transfer, declare a trust over, or deal in any part way with, any of its rights or obligations under this agreement or rights, title, or interest in or to the Project or Owner’s interest therein or assign FSRU. Owner may delegate obligations under this Agreement or any interest herein without agreement to a manager if that would be in accordance with Good Industry Practice. 15.2 Provided that Owner remains obliged to perform this agreement, Owner may with the express prior written consent of Manager Company (which will such consent not to be unreasonably withheld or delayed) assign its rights under this agreement to: (a) Höegh LNG Ltd.; or (b) any Affiliate of Höegh LNG Ltd., but only if the assignee remains an Affiliate of Höegh LNG Ltd. throughout the term of this agreement, SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****). Manager agrees and provided always that it will not use its right shall in all circumstances be reasonable for Company to grant or withhold consent as a means to extract economic concessions from Owner. Instead, Manager agrees to make its decision based on its commercially reasonable evaluation of whether the proposed transferee or assignee has adequate net worth to timely discharge all of the obligations of Owner under this Agreement and whether the persons identified with the proposed transferee or assignee will be persons of high character and with a favorable reputation for integrity, honesty and veracity and whether a proposed transfer or assignment will adversely affect the ownership, operation and management of the Project subject to and in accordance with the provisions of this Agreement. In addition, Manager may consider whether the proposed transferee is another hotel manager or franchisor. Accordingly, Manager shall grant or withhold consent to any proposed transfer such assignment if that assignment would or assignment on might result in Company suffering or incurring any Losses, Consequential Loss, or Taxes that it would not suffer or incur were there no such assignment. 15.3 Owner may novate all its rights and obligations under this agreement to any Affiliate wholly-owned and wholly Controlled directly by the basis of Manager’s evaluations Initial Owner, provided that: (a) Owner shall provide a guarantee and determinations of indemnity given by the factors enumerated in the preceding sentences. Any transferee or assignee by reason of any such transfer or assignment shall assume Indonesian Owner Guarantor and agree to perform all of Owner’s duties, obligations and liabilities herein contained pursuant to a written instrument in form and substance reasonably satisfactory to ManagerCompany, the transferee or assignee and any Mortgagee. The sale or other disposition acting reasonably, guaranteeing performance by that Affiliate of fifty percent (50%) or more of the beneficial interests in Owner (whether partnership interests, shares of stock or other beneficial interests), whether in a single transaction or in a series of transactions, shall be deemed to constitute the sale or disposition of an interest in the Project for purposes of its obligations under this Article. With respect to the foregoing, Manager agrees that Owner may, upon notice to but otherwise without Manager’s prior consent, sell or otherwise convey that certain remote parking lot located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxx, which is utilized in connection with the operation of the Hotel; provided, however, that prior to consummating such sale or conveyance, Owner shall have made arrangements for reasonable substitute parking that may be utilized in connection with the operation of the Hotel and that includes a substantially similar number of parking spaces (and such parking shall be provided to the Hotel at no charge to the Hotel, or if there is any charge therefor, such charge shall be disregarded for purposes of calculating the Incentive Fee hereunder). In addition, with respect to any sale or transfer of the Project consented to by Manager which is to a person who is affiliated with, but is not itself, another hotel manager or franchisor, Manager shall have the right to terminate this Agreement upon or following such transfer as provided in Section 12.5(b).agreement; (b) Manager agrees that Owner may, upon at least fifteen (15) days’ prior written notice to Manager, transfer the entire Project to (i) American Property Hotel LLC ( a New Mexico limited liability company) or one of its direct or indirect subsidiaries or (ii) any person who is directly or indirectly controlled by or under common control with Apollo Real Estate Investment Fund III, L.P., so long as such person is not in the hotel franchising business as a franchisor ofAffiliate is, and does not operate or manage hotels undershall remain, its own regionally or nationally recognized brand. In wholly-owned and wholly Controlled by the event of a transfer pursuant to this Section 10.2(b), Owner shall continue to be liable for its obligations hereunder in respect of the period prior to such transfer as if such transfer had not been made. Any transferee or assignee by reason of any such transfer shall assume and agree to perform all of Initial Owner’s duties, obligations and liabilities herein contained pursuant to a written instrument in form and substance reasonably satisfactory to Manager, the transferee and any Mortgagee.; and (c) In the event novation will not cause Company to incur any additional cost, Tax or other liability. 15.4 Unless the parties otherwise agree in writing signed by both of a proposed transfer of the Projectthem, Owner shall provide before Acceptance procure that title to Manager the FSRU is assigned to the Indonesian Owner, and promptly after such information concerning the proposed transferee as Manager may reasonably request. Manager agrees not to disclose any such information to any person other than a Permitted Person (as hereinafter defined), provided, however, assignment that the restrictions Indonesian Owner shall, execute and deliver to Company an agreement substantially in the form set out in Schedule 9 (the “Novation Agreement”). 15.5 Company shall execute and deliver the Novation Agreement to Owner as soon as reasonably practicable and in any event within ***** Banking Days after delivery of this Section 10.2(c) shall not apply that agreement to any information required to be disclosed by applicable law or to information that is public or becomes public other than by virtue it under Clause 15.4. 15.6 On execution of a breach of this Section 10.2(c). For purposes of this Section 10.2(c)the Novation Agreement, the term Indonesian Owner, shall become the “Permitted PersonOwner” shall mean (i) the partners, shareholders, directors, officers and employees of Manager, (ii) accountants, attorneys, consultants and other professionals engaged to render services in connection with the Project or Manager’s business and (iii) lenders, potential lenders and potential purchasers of or investors in Manager. Such Permitted Persons shall be informed of the confidential nature of the information disclosed to them and shall be required to agree to act in accordance with the provisions of under this Section 10.2(c) with respect to such informationagreement.

Assignment by Owner. (a) Except as otherwise expressly In addition to the transfers provided for hereinunder certain conditions as provided in Section 2.4 hereof (which may be effected without Hyatt Gaming"s consent, subject to the payment of the Termination Fee therein described), Owner may not shall have the right to sell, transfer hypothecate or otherwise convey all the Casino or any part portion thereof, or to assign its interest in this Agreement, with the prior approval of Hyatt Gaming. Hyatt Gaming"s approval shall be based on factors such as the ability of the Project or Owner’s interest therein or assign this Agreement prospective assignee to fulfill the financial obligations of Owner hereunder, the business reputation and the impact of Hyatt Gaming"s relationship with such proposed assignee on Hyatt Gaming"s and Hyatt Gaming Affiliates" gaming license in Colorado or any interest herein without the express prior written consent of Manager (which will other jurisdiction. Hyatt Gaming shall not be unreasonably withheld or delayed). Manager agrees that it will not use its right obligated to grant its approval to any transferee which is engaged in the management or withhold consent as a means to extract economic concessions from Owneroperation of casinos or casinos. Instead, Manager agrees to make its decision based on its commercially reasonable evaluation of whether the proposed transferee or Any approved assignee has adequate net worth to timely discharge all of shall expressly assume in writing the obligations of Owner under this Agreement hereunder, and whether Owner shall thereafter be released from any liability hereunder. (b) For the persons identified with the proposed transferee or assignee will be persons of high character and with a favorable reputation for integrity, honesty and veracity and whether a proposed transfer or assignment will adversely affect the ownership, operation and management of the Project subject to and in accordance with the provisions purposes of this Agreement, an assignment of this Agreement shall be deemed to have occurred upon a Change of Control. In additionNotwithstanding the foregoing, Manager may consider whether any transfer of a beneficial ownership interest in Owner shall be prohibited hereunder if such transfer could result in an Owner Loss of License Event. (c) As used herein, the proposed transferee is another hotel manager or franchisor. Accordinglyterm "Change of Control" shall mean any sale, Manager shall grant or withhold consent to any proposed transfer or assignment on the basis issuance or series of Manager’s evaluations and determinations sales, transfers and/or issuance of capital stock or ownership interests of the factors enumerated Owner or any holders thereof which results in any Person or group of Persons (as the preceding sentences. Any transferee term "group" is used under the Securities Exchange Act of 1934, as amended), other than the holders of the capital stock or assignee by reason ownership interests of any such transfer the Owner as of the date hereof, owning (a) capital stock or assignment shall assume and agree ownership interests of the Owner possessing a majority of the voting power (under ordinary circumstances) to perform all elect a majority of Owner’s duties, obligations and liabilities herein contained pursuant to a written instrument in form and substance reasonably satisfactory to Manager, the transferee Owner"s Board of Directors or assignee and any Mortgagee. The sale or other disposition of (b) more than fifty percent (50%) or more of the beneficial interests in Owner (whether partnership interests, shares of Owner"s stock or other beneficial ownership interests), whether in a single transaction or in a series of transactions, shall be deemed to constitute the sale or disposition of an interest in the Project for purposes of this Article. With respect to the foregoing, Manager agrees that Owner may, upon notice to but otherwise without Manager’s prior consent, sell or otherwise convey that certain remote parking lot located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxx, which is utilized in connection with the operation of the Hotel; provided, however, that prior to consummating such sale or conveyance, Owner shall have made arrangements for reasonable substitute parking that may be utilized in connection with the operation of the Hotel and that includes a substantially similar number of parking spaces (and such parking shall be provided to the Hotel at no charge to the Hotel, or if there is any charge therefor, such charge shall be disregarded for purposes of calculating the Incentive Fee hereunder). In addition, with respect to any sale or transfer of the Project consented to by Manager which is to a person who is affiliated with, but is not itself, another hotel manager or franchisor, Manager shall have the right to terminate this Agreement upon or following such transfer as provided in Section 12.5(b). (b) Manager agrees that Owner may, upon at least fifteen (15) days’ prior written notice to Manager, transfer the entire Project to (i) American Property Hotel LLC ( a New Mexico limited liability company) or one of its direct or indirect subsidiaries or (ii) any person who is directly or indirectly controlled by or under common control with Apollo Real Estate Investment Fund III, L.P., so long as such person is not in the hotel franchising business as a franchisor of, and does not operate or manage hotels under, its own regionally or nationally recognized brand. In the event of a transfer pursuant to this Section 10.2(b), Owner shall continue to be liable for its obligations hereunder in respect of the period prior to such transfer as if such transfer had not been made. Any transferee or assignee by reason of any such transfer shall assume and agree to perform all of Owner’s duties, obligations and liabilities herein contained pursuant to a written instrument in form and substance reasonably satisfactory to Manager, the transferee and any Mortgagee. (c) In the event of a proposed transfer of the Project, Owner shall provide to Manager such information concerning the proposed transferee as Manager may reasonably request. Manager agrees not to disclose any such information to any person other than a Permitted Person (as hereinafter defined), provided, however, that the restrictions of this Section 10.2(c) shall not apply to any information required to be disclosed by applicable law or to information that is public or becomes public other than by virtue of a breach of this Section 10.2(c). For purposes of this Section 10.2(c), the term “Permitted Person” shall mean (i) the partners, shareholders, directors, officers and employees of Manager, (ii) accountants, attorneys, consultants and other professionals engaged to render services in connection with the Project or Manager’s business and (iii) lenders, potential lenders and potential purchasers of or investors in Manager. Such Permitted Persons shall be informed of the confidential nature of the information disclosed to them and shall be required to agree to act in accordance with the provisions of this Section 10.2(c) with respect to such information.44

Assignment by Owner. (a) Except as otherwise expressly provided for herein, Owner may not sell, transfer or otherwise convey all or any part of the Project or Owner’s interest therein or assign this Agreement or any interest herein without the express prior written consent of Manager (which will not be unreasonably withheld or delayed). Manager agrees that it will not use its right to grant or withhold consent as a means to extract economic concessions from Owner. Instead, Manager agrees to make its decision based on its commercially reasonable evaluation of whether the proposed transferee or assignee has adequate net worth to timely discharge all of the obligations of Owner under this Agreement and whether the persons identified with the proposed transferee or assignee will be persons of high character and with a favorable reputation for integrity, honesty and veracity and whether a proposed transfer or assignment will adversely affect the ownership, operation and management of the Project subject to and in accordance with the provisions of this Agreement. In addition, Manager may consider whether the proposed transferee is another hotel manager or franchisor. Accordingly, Manager shall grant or withhold consent to any proposed transfer or assignment on the basis of Manager’s evaluations and determinations of the factors enumerated in the preceding sentences. Any transferee or assignee by reason of any such transfer or assignment shall assume and agree to perform all of Owner’s duties, obligations and liabilities herein contained pursuant to a written instrument in form and substance reasonably satisfactory to Manager, the transferee or assignee and any Mortgagee. The sale or other disposition of fifty percent (50%) or more of the beneficial interests in Owner (whether partnership interests, shares of stock or other beneficial interests), whether in a single transaction or in a series of transactions, shall be deemed to constitute the sale or disposition of an interest in the Project for purposes of this Article. With respect to the foregoing, Manager agrees that Owner may, upon notice to but otherwise without Manager’s prior consent, sell or otherwise convey that certain remote parking lot located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxx, which is utilized in connection with the operation of the Hotel; provided, however, that prior to consummating such sale or conveyance, Owner shall have made arrangements for reasonable substitute parking that may be utilized in connection with the operation of the Hotel and that includes a substantially similar number of parking spaces (and such parking shall be provided to the Hotel at no charge to the Hotel, or if there is any charge therefor, such charge shall be disregarded for purposes of calculating the Incentive Fee hereunder). In addition, with respect to any sale or transfer of the Project consented to by Manager which is to a person who is affiliated with, but is not itself, another hotel manager or franchisor, Manager shall have the right to terminate sell, hypothecate or convey the Hotel or any portion thereof, or to assign or pledge its interest in this Agreement upon Agreement, without the prior approval of Hyatt; provided that such sale, conveyance, hypothecation, pledge or following such transfer as provided in Section 12.5(b). (b) Manager agrees that Owner may, upon at least fifteen (15) days’ prior written notice to Manager, transfer the entire Project to assignment shall (i) American Property Hotel LLC ( be to a New Mexico limited liability company) person or one entity which has the financial ability to perform the obligations of its direct or indirect subsidiaries or Owner hereunder and enjoys a reputation for honesty and integrity in business dealings and is generally held in high esteem in the business community, and (ii) not be to any person or entity who is directly in the business of, or indirectly who is controlled by or under common control with Apollo Real Estate Investment Fund IIIany person or entity who is in the business of hotel management or is a franchisor of hotel management and related services (not, L.P.for these purposes, so long as such including any person is or entity which engages solely in hotel ownership or investment). Any sale, hypothecation, conveyance, pledge assignment not satisfying the aforesaid criteria shall require Hyatt's approval unless the transaction includes the pledge of this Agreement for collateral purposes to any mortgage lender which has satisfied the requirements of Section 7.5 hereof or to MPA, its successors or assigns, which assignment or pledges do not in either instance require Hyatt approval. Any approved assignee shall expressly assume in writing the hotel franchising business as a franchisor ofobligations of Owner hereunder. For the purposes of this Agreement, and does not operate or manage hotels underan assignment of this Agreement shall be deemed to have occurred, its own regionally or nationally recognized brand. In the event of if, within any twelve-month period, there is a transfer pursuant to this Section 10.2(b), Owner shall continue to be liable for its obligations hereunder in respect of more than ten percent (10%) of the period prior to such transfer as if such transfer had not been made. Any transferee or assignee by reason beneficial ownership of any such transfer shall assume and agree to perform all of Owner’s duties, obligations and liabilities herein contained pursuant to a written instrument in form and substance reasonably satisfactory to Manager, the transferee and any Mortgagee. (c) In the event of a proposed transfer of the Project, Owner shall provide to Manager such information concerning the proposed transferee as Manager may reasonably request. Manager agrees not to disclose any such information to any person other than a Permitted Person (as hereinafter defined), provided, however, that the restrictions of this Section 10.2(c) shall not apply to any information required to be disclosed by applicable law or to information that is public or becomes public other than by virtue bequests, devise or transfers under laws of intestacy. Notwithstanding the foregoing, a breach transfer to any of this Section 10.2(c). For the following persons or entities shall not be deemed an assignment for purposes of this Section 10.2(c), the term “Permitted Person” shall mean 14.2: (i) any current partner of Owner and any partner or shareholder in such partner (the partners, shareholders, directors, officers and employees of Manager, "Existing Owner") (as listed on Schedule A hereto); (ii) accountants, attorneys, consultants and other professionals engaged to render services in connection with an affiliate of any Existing Owner or any trust for the Project primary benefit of such Existing Owner or Manager’s business and members of the family of such Existing Owner; or (iii) lendersany transfer pursuant to certain agreements and any amendments, potential lenders modifications or extensions thereof with Mxxxxxxx Properties Limited L.P. for the benefit of certain trusts currently represented by Axxxxxx, Exxxxxx & Waltch, Inc. wherein the trusts have the right, under certain circumstances, to become beneficial owners of a majority of limited partnership interests in Owner and potential purchasers of or investors in Manager. Such Permitted Persons shall be informed all of the confidential nature stock of the information disclosed one of Owner's general partners or to them and shall be required to agree to act in accordance with the provisions become a 50% partner of this Section 10.2(c) with respect to such information.Mxxxxxxx Properties Limited L.P.

Assignment by Owner. (a) Except as otherwise expressly provided for herein, Owner may not sell, transfer or otherwise convey all or any part of the Project or Owner’s 's interest therein or assign this Agreement or any interest herein without the express prior written consent of Manager (which will not be unreasonably withheld or delayed)Manager. Manager agrees that it will not use its right to grant or withhold consent as a means to extract economic concessions from Owner. Instead, Manager agrees to make its decision based on its commercially reasonable evaluation of whether the proposed transferee or assignee has adequate net worth to timely discharge all of the obligations of Owner under this Agreement and whether the persons identified with the proposed transferee or assignee will be persons of high character and with a favorable reputation for integrity, honesty and veracity and whether a proposed transfer or assignment will adversely affect the ownership, operation and management of the Project subject to and in accordance with the provisions of this Agreement. In addition, Manager may consider whether the proposed transferee is, or is affiliated with, another hotel manager or franchisor. Accordingly, Manager shall grant or withhold consent to any proposed transfer or assignment on the basis of Manager’s 's evaluations and determinations of the factors enumerated in the preceding sentences. Any transferee or assignee by reason of any such transfer or assignment shall assume and agree to perform all of Owner’s 's duties, obligations and liabilities herein contained pursuant to a written instrument in form and substance reasonably satisfactory to Manager and reflecting any amendments to this Agreement reasonably necessary in order to preserve and protect Manager, 's rights hereunder in light of the transferee or assignee and any Mortgageechange in ownership. The sale or other disposition of fifty percent (50%) or more of the beneficial interests in Owner (whether partnership interests, shares of stock or other beneficial interests), whether in a single transaction or in a series of transactions, shall be deemed to constitute the sale or disposition of an interest in the Project for purposes of this Article. With respect to Notwithstanding any other provision of this Section 10.2, in the foregoing, Manager agrees that Owner may, upon notice to but otherwise without Manager’s prior consent, sell or otherwise convey that certain remote parking lot located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxx, which is utilized in connection with the operation of the Hotel; provided, however, that prior to consummating such sale or conveyance, Owner shall have made arrangements for reasonable substitute parking that may be utilized in connection with the operation of the Hotel event and that includes a substantially similar number of parking spaces (and such parking shall be provided to the Hotel at no charge to the Hotel, or if there is any charge therefor, such charge shall be disregarded for purposes of calculating the Incentive Fee hereunder). In addition, with respect to any sale or transfer of the Project consented to by Manager which is to a person who is affiliated with, but is not itself, another hotel manager or franchisor, Manager shall have the right to terminate this Agreement upon or following such transfer as provided in Section 12.5(b). (b) Manager agrees that Owner may, upon at least fifteen (15) days’ prior written notice to Manager, transfer the entire Project to (i) American Property Hotel LLC ( a New Mexico limited liability company) or one of its direct or indirect subsidiaries or (ii) any person who is directly or indirectly controlled by or under common control with Apollo Real Estate Investment Fund III, L.P., so long as such person is not Owner and Manager are Affiliates, Owner may transfer or convey its interest in the hotel franchising business as a franchisor of, Project and does not operate or manage hotels under, its own regionally or nationally recognized brand. In this Agreement without the event consent of a transfer pursuant to this Section 10.2(b), Owner shall continue to be liable for its obligations hereunder in respect of Manager; provided that the period prior to such transfer as if such transfer had not been made. Any transferee or assignee by reason of any such transfer or assignment shall assume and agree to perform all of Owner’s 's duties, obligations and liabilities herein contained pursuant to a written instrument in form and substance reasonably satisfactory to Manager and reflecting any amendments to this Agreement reasonably necessary in order to preserve and protect Manager, the transferee and any Mortgagee. (c) In the event of a proposed transfer 's rights hereunder in light of the Project, Owner shall provide to Manager such information concerning the proposed transferee as Manager may reasonably request. Manager agrees not to disclose any such information to any person other than a Permitted Person (as hereinafter defined), provided, however, that the restrictions of this Section 10.2(c) shall not apply to any information required to be disclosed by applicable law or to information that is public or becomes public other than by virtue of a breach of this Section 10.2(c). For purposes of this Section 10.2(c), the term “Permitted Person” shall mean (i) the partners, shareholders, directors, officers and employees of Manager, (ii) accountants, attorneys, consultants and other professionals engaged to render services change in connection with the Project or Manager’s business and (iii) lenders, potential lenders and potential purchasers of or investors in Manager. Such Permitted Persons shall be informed of the confidential nature of the information disclosed to them and shall be required to agree to act in accordance with the provisions of this Section 10.2(c) with respect to such informationownership.

Assignment by Owner. (a) Except as otherwise expressly provided for herein, without the consent of Manager, Owner may not sell, transfer or otherwise convey all or any part of the Project Hotel or Owner’s interest therein or assign (“Transfer”), provided that (i) the transferee takes the Hotel subject to this Agreement or (unless this Agreement is terminated as permitted herein with the payment of a Termination Fee), and (ii) such transferee is financially capable of performing the duties of Owner hereunder. Without limiting the generality of the foregoing sentence, provided that the requirements of clauses (i) and (ii) immediately above are satisfied, Owner may Transfer the Hotel to any interest Affiliate of Owner at any time and without Manager’s consent. (b) Notwithstanding anything to the contrary set forth herein Owner shall have the right, without Manager’s consent, to Transfer the express entire Hotel in a bona fide, arm’s length sale to an independent third party consummated at any time during the Term and to terminate this Agreement upon the closing of such Transfer with payment of applicable Termination Fee with Owner to provide Manager at least sixty (60) days’ prior written notice of the closing of such sale and, if applicable, the exercise of such termination right. If Owner does not so exercise such termination right in connection with such a sale, then Owner shall promptly provide to Manager such information concerning the proposed transferee as Manager may reasonably request, and Manager shall have the right to terminate this Agreement, effective upon closing of such sale, upon written notice to Owner not more than fifteen (15) days after Owner has provided to Manager Owner’s notice of such sale and such information concerning the proposed transferee as Manager may reasonably request; provided, however, that Manager shall have such right to terminate this Agreement only if such sale is one as to which Manager would have the right to withhold its consent pursuant to the criteria set forth in Section 10.2(c). Any notice of termination given pursuant to this Section 10.2(b) by Owner or Manager shall be deemed ineffective if such proposed Transfer thereafter is not consummated, and shall be effective only upon the closing of such Transfer. Not later than the effective date of any termination of this Agreement pursuant to this Section 10.2(b), and as a condition (which may be waived by Manager without releasing Owner from the liability to make such payment) to the effectiveness of any such termination, Owner shall pay to Manager any applicable Termination Fee. (c) With respect to any Transfer requiring the consent of Manager (which will not be unreasonably withheld or delayed). Manager, Manager agrees that it will not use its right to grant or withhold consent as a means to extract economic concessions from Owner. Instead, Manager agrees to make its decision based on its commercially reasonable evaluation of whether the proposed transferee or assignee has adequate net worth timely to timely discharge all of the obligations of Owner under this Agreement and whether the persons identified with the proposed transferee or assignee will be persons of high character and with a favorable reputation for integrity, honesty and veracity and whether a proposed transfer or assignment Transfer will materially adversely affect the ownershipOwnership, operation and management of the Project Hotel subject to and in accordance with the provisions of this Agreement. In addition, Manager may consider whether the proposed transferee is, or is affiliated with, another hotel manager or franchisor. Accordingly, for any Transfer that requires Manager’s consent hereunder, Manager shall grant or withhold consent to any proposed transfer or assignment Transfer on the basis of Manager’s evaluations and determinations of the factors enumerated in the preceding sentences. Any . (d) Provided that this Agreement is not being terminated in accordance with the terms hereof in connection with a Transfer, any transferee or assignee by reason of any such transfer or assignment Transfer shall assume and agree to perform all of Owner’s duties, obligations and liabilities herein contained pursuant to a written instrument in form and substance reasonably satisfactory to Manager and reflecting any amendments to this Agreement reasonably necessary in order to preserve and protect Manager, ’s rights hereunder in light of the transferee change in ownership (but without any change to the economic or assignee and any Mortgagee. liability terms of this Agreement). (e) The sale or other disposition of greater than fifty percent (50%) or more of the beneficial interests in Owner (whether partnership interests, shares of stock or other beneficial interests), whether in a single transaction or in a series of transactions, shall be deemed to constitute the sale or disposition of an interest in the Project Hotel for purposes of this Article. With respect to the foregoing, Manager agrees that Owner may, upon notice to but otherwise without Manager’s prior consent, sell or otherwise convey that certain remote parking lot located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxx, which is utilized in connection with the operation of the Hotel; provided, however, that prior to consummating such sale or conveyance, Owner shall have made arrangements for reasonable substitute parking that may be utilized in connection with the operation of the Hotel and that includes a substantially similar number of parking spaces (and such parking shall be provided to the Hotel at no charge to the Hotel, or if there is any charge therefor, such charge shall be disregarded for purposes of calculating the Incentive Fee hereunder). In addition, with respect to any sale or transfer of the Project consented to by Manager which is to a person who is affiliated with, but is not itself, another hotel manager or franchisor, Manager shall have the right to terminate this Agreement upon or following such transfer as provided in Section 12.5(b). (b) Manager agrees that Owner may, upon at least fifteen (15) days’ prior written notice to Manager, transfer the entire Project to (i) American Property Hotel LLC ( a New Mexico limited liability company) or one of its direct or indirect subsidiaries or (ii) any person who is directly or indirectly controlled by or under common control with Apollo Real Estate Investment Fund III, L.P., so long as such person is not in the hotel franchising business as a franchisor of, and does not operate or manage hotels under, its own regionally or nationally recognized brand. In the event of a transfer pursuant to this Section 10.2(b), Owner shall continue to be liable for its obligations hereunder in respect of the period prior to such transfer as if such transfer had not been made. Any transferee or assignee by reason of any such transfer shall assume and agree to perform all of Owner’s duties, obligations and liabilities herein contained pursuant to a written instrument in form and substance reasonably satisfactory to Manager, the transferee and any Mortgagee. (c) In the event of a proposed transfer of the Project, Owner shall provide to Manager such information concerning the proposed transferee as Manager may reasonably request. Manager agrees not to disclose any such information to any person other than a Permitted Person (as hereinafter defined), provided, however, that the restrictions of this Section 10.2(c) shall not apply to any information required to be disclosed by applicable law or to information that is public or becomes public other than by virtue of a breach of this Section 10.2(c). For purposes of this Section 10.2(c), the term “Permitted Person” shall mean (i) the partners, shareholders, directors, officers and employees of Manager, (ii) accountants, attorneys, consultants and other professionals engaged to render services in connection with the Project or Manager’s business and (iii) lenders, potential lenders and potential purchasers of or investors in Manager. Such Permitted Persons shall be informed of the confidential nature of the information disclosed to them and shall be required to agree to act in accordance with the provisions of this Section 10.2(c) with respect to such information.

Assignment by Owner. (a) Except as otherwise expressly provided for herein, Owner may not sell, transfer or otherwise convey all or any part of the Project or Owner’s 's interest therein or assign this Agreement or any interest herein without the express prior written consent of Manager (which will not be unreasonably withheld or delayed)Manager. Manager agrees that it will not use its right to grant or withhold consent as a means to extract economic concessions from Owner. Instead, Manager agrees to make its decision based on its commercially reasonable evaluation of whether the proposed transferee or assignee has adequate net worth to timely discharge all of the obligations of Owner under this Agreement and whether the persons identified with the proposed transferee or assignee will be persons of high character and with a favorable reputation for integrity, honesty and veracity and whether a proposed transfer or assignment will adversely affect the ownership, operation and management of the Project subject to and in accordance with the provisions of this Agreement. In addition, Manager may consider whether the proposed transferee is, or is affiliated with, another hotel manager or franchisor. Accordingly, Manager shall grant or withhold consent to any proposed transfer or assignment on the basis of Manager’s 's evaluations and determinations of the factors enumerated in the preceding sentences. Any transferee or assignee by reason of any such transfer or assignment shall assume and agree to perform all of Owner’s 's duties, obligations and liabilities herein contained pursuant to a written instrument in form and substance reasonably satisfactory to Manager and reflecting any amendments to this Agreement reasonably necessary in order to preserve and protect Manager, 's rights hereunder in light of the transferee or assignee and any Mortgageechange in ownership. The sale or other disposition of fifty percent (50%) or more of Management Agreement the beneficial interests in Owner (whether partnership interests, shares of stock or other beneficial interests), whether in a single transaction or in a series of transactions, shall be deemed to constitute the sale or disposition of an interest in the Project for purposes of this Article. With respect to Notwithstanding any other provision of this Section 10.2, in the foregoing, Manager agrees that Owner may, upon notice to but otherwise without Manager’s prior consent, sell or otherwise convey that certain remote parking lot located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxx, which is utilized in connection with the operation of the Hotel; provided, however, that prior to consummating such sale or conveyance, Owner shall have made arrangements for reasonable substitute parking that may be utilized in connection with the operation of the Hotel event and that includes a substantially similar number of parking spaces (and such parking shall be provided to the Hotel at no charge to the Hotel, or if there is any charge therefor, such charge shall be disregarded for purposes of calculating the Incentive Fee hereunder). In addition, with respect to any sale or transfer of the Project consented to by Manager which is to a person who is affiliated with, but is not itself, another hotel manager or franchisor, Manager shall have the right to terminate this Agreement upon or following such transfer as provided in Section 12.5(b). (b) Manager agrees that Owner may, upon at least fifteen (15) days’ prior written notice to Manager, transfer the entire Project to (i) American Property Hotel LLC ( a New Mexico limited liability company) or one of its direct or indirect subsidiaries or (ii) any person who is directly or indirectly controlled by or under common control with Apollo Real Estate Investment Fund III, L.P., so long as such person is not Owner and Manager are Affiliates, Owner may transfer or convey its interest in the hotel franchising business as a franchisor of, Project and does not operate or manage hotels under, its own regionally or nationally recognized brand. In this Agreement without the event consent of a transfer pursuant to this Section 10.2(b), Owner shall continue to be liable for its obligations hereunder in respect of Manager; provided that the period prior to such transfer as if such transfer had not been made. Any transferee or assignee by reason of any such transfer or assignment shall assume and agree to perform all of Owner’s 's duties, obligations and liabilities herein contained pursuant to a written instrument in form and substance reasonably satisfactory to Manager and reflecting any amendments to this Agreement reasonably necessary in order to preserve and protect Manager, the transferee and any Mortgagee. (c) In the event of a proposed transfer 's rights hereunder in light of the Project, Owner shall provide to Manager such information concerning the proposed transferee as Manager may reasonably request. Manager agrees not to disclose any such information to any person other than a Permitted Person (as hereinafter defined), provided, however, that the restrictions of this Section 10.2(c) shall not apply to any information required to be disclosed by applicable law or to information that is public or becomes public other than by virtue of a breach of this Section 10.2(c). For purposes of this Section 10.2(c), the term “Permitted Person” shall mean (i) the partners, shareholders, directors, officers and employees of Manager, (ii) accountants, attorneys, consultants and other professionals engaged to render services change in connection with the Project or Manager’s business and (iii) lenders, potential lenders and potential purchasers of or investors in Manager. Such Permitted Persons shall be informed of the confidential nature of the information disclosed to them and shall be required to agree to act in accordance with the provisions of this Section 10.2(c) with respect to such informationownership.