Common use of Assignment by Owner Clause in Contracts

Assignment by Owner. (a) In addition to any permitted collateral assignments to Lenders, Owner shall have the right to assign its entire rights and interests in this Agreement without the prior written consent of Manager to (i) any Person Affiliated with Owner, (ii) any Person in connection with a sale or transfer of the Hotel (including, without limitation, any lease of the 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 satisfied and such assignee shall have applied for and qualified for the assumption of the Existing Franchise Agreement or entered into a then-current AmeriSuites franchise agreement for the duration of the Term (as defined in the 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 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 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 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 direct and indirect owners of the proposed purchaser. In the event that the sale or 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 Affiliate Hotels (including the Hotel in a single transaction or series of related 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 assignable without any modifications or exclusions so long as the transferees comply with the provisions of this Section 18.2.

Assignment by Owner. (a) In addition to any permitted collateral assignments to LendersExcept as otherwise expressly provided for herein, Owner shall have may not sell, transfer or otherwise convey all or any part of the right to Project or Owner’s interest therein or assign its entire rights and interests in 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 (i) any Person Affiliated 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 Owner, (ii) any Person in connection the proposed transferee or assignee will be persons of high character and with a sale favorable reputation for integrity, honesty and veracity and whether a proposed transfer or transfer assignment will adversely affect the ownership, operation and management of the Hotel (includingProject subject to and in accordance with the provisions of this Agreement. In addition, without limitationManager may consider whether the proposed transferee is another hotel manager or franchisor. Accordingly, Manager shall grant or withhold consent to any lease proposed transfer or assignment on the basis of Manager’s evaluations and determinations of the Hotel in its entirety), so long as factors enumerated in the case of (ii), all conditions set forth in this Section 18.2 shall have been met and satisfied and such preceding sentences. Any transferee or assignee shall have applied for and qualified for the assumption of the Existing Franchise Agreement or entered into a then-current AmeriSuites franchise agreement for the duration of the Term (as defined in the Management Agreement), prior to the effective date by reason of any such assignment. Unless otherwise agreed transfer or assignment shall assume and agree to by Manager, Owner shall not sell, assign or transfer the Hotel, or any interest therein or issue or permit the transfer perform all 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 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 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 herein contained pursuant 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, the transferee or assignee and any Mortgagee. 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 direct and indirect owners of the proposed purchaser. In the event that the The sale or transfer contemplated in this subsection (a) is to a Person not Affiliated with Owner or involves the transfer other disposition 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 Affiliate Hotels beneficial interests in Owner (including the Hotel whether partnership interests, shares of stock or other beneficial interests), whether in a single transaction or in a series of related transactions with transactions, shall be deemed to constitute the same buyer sale or Persons Affiliated with that buyerdisposition of an interest in the Project for purposes of this Article. With respect to any sale or transfer of the Project consented to by Manager which is to a person who is affiliated with, and provided such Affiliate Hotels are being operated as AmeriSuites Hotels) but is not itself, another hotel manager or (iii) there is a transaction or event which constitutes a “change in control” of Equity Innsfranchisor, Inc., then Manager shall have the right to terminate this Agreement and specifically including upon or following such transfer as provided in Section 6.01 and 6.04 hereof (along with the applicable Existing Management Agreements) shall be assignable without any modifications or exclusions so long as the transferees comply with the provisions of this Section 18.212.5(b).

Assignment by Owner. (a) In addition to any permitted collateral assignments to LendersExcept as otherwise expressly provided for herein, Owner shall have may not sell, transfer or otherwise convey all or any part of the right to Project or Owner’s interest therein or assign its entire rights and interests in 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 (i) any Person Affiliated 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 Owner, (ii) any Person in connection the proposed transferee or assignee will be persons of high character and with a sale favorable reputation for integrity, honesty and veracity and whether a proposed transfer or transfer assignment will adversely affect the ownership, operation and management of the Hotel (includingProject subject to and in accordance with the provisions of this Agreement. In addition, without limitationManager may consider whether the proposed transferee is another hotel manager or franchisor. Accordingly, Manager shall grant or withhold consent to any lease proposed transfer or assignment on the basis of Manager’s evaluations and determinations of the Hotel in its entirety), so long as factors enumerated in the case of (ii), all conditions set forth in this Section 18.2 shall have been met and satisfied and such preceding sentences. Any transferee or assignee shall have applied for and qualified for the assumption of the Existing Franchise Agreement or entered into a then-current AmeriSuites franchise agreement for the duration of the Term (as defined in the Management Agreement), prior to the effective date by reason of any such assignment. Unless otherwise agreed transfer or assignment shall assume and agree to by Manager, Owner shall not sell, assign or transfer the Hotel, or any interest therein or issue or permit the transfer perform all 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 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 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 herein contained pursuant 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, the transferee or assignee and any Mortgagee. 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 direct and indirect owners of the proposed purchaser. In the event that the The sale or transfer contemplated in this subsection (a) is to a Person not Affiliated with Owner or involves the transfer other disposition 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 Affiliate Hotels beneficial interests in Owner (including the Hotel whether partnership interests, shares of stock or other beneficial interests), whether in a single transaction or in a series of related transactions 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 same buyer operation of the Hotel; provided, however, that prior to consummating such sale or Persons Affiliated conveyance, Owner shall have made arrangements for reasonable substitute parking that may be utilized in connection with the operation of the Hotel and that buyerincludes a substantially similar number of parking spaces (and such parking shall be provided to the Hotel at no charge to the Hotel, and provided such Affiliate Hotels are being operated as AmeriSuites Hotels) or (iii) 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 transaction person who is affiliated with, but is not itself, another hotel manager or event which constitutes a “change in control” of Equity Innsfranchisor, Inc., then Manager shall have the right to terminate this Agreement and specifically including upon or following such transfer as provided in Section 6.01 and 6.04 hereof (along with the applicable Existing Management Agreements) shall be assignable without any modifications or exclusions so long as the transferees comply with the provisions of this Section 18.212.5(b).

Assignment by Owner. (a) In addition to any permitted collateral assignments to LendersExcept as otherwise expressly provided for herein, Owner shall have may not sell, transfer or otherwise convey all or any part of the right to Project or Owner's interest therein or assign its entire rights and interests in this Agreement or any interest herein without the express prior written consent of Manager. Manager agrees that it will not use its right to (i) any Person Affiliated grant or withhold consent as a means to extract economic concessions from Owner. Instead, Manager agrees to make its decision based on its 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 Owner, (ii) any Person in connection the proposed transferee or assignee will be persons of high character and with a sale favorable reputation for integrity, honesty and veracity and whether a proposed transfer or transfer assignment will adversely affect the ownership, operation and management of the Hotel (includingProject subject to and in accordance with the provisions of this Agreement. In addition, without limitationManager 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 lease proposed transfer or assignment on the basis of Manager's evaluations and determinations of the Hotel in its entirety), so long as factors enumerated in the case of (ii), all conditions set forth in this Section 18.2 shall have been met and satisfied and such preceding sentences. Any transferee or assignee shall have applied for and qualified for the assumption of the Existing Franchise Agreement or entered into a then-current AmeriSuites franchise agreement for the duration of the Term (as defined in the Management Agreement), prior to the effective date by reason of any such assignment. Unless otherwise agreed transfer or assignment shall assume and agree to by Manager, Owner shall not sell, assign or transfer the Hotel, or any interest therein or issue or permit the transfer perform all 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 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 's duties, obligations and liabilities 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 herein contained pursuant 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 and reflecting any amendments to this Agreement reasonably necessary in order to preserve and protect 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 's rights hereunder in reasonable detail the direct and indirect owners light of the proposed purchaserchange in ownership. In the event that the The sale or transfer contemplated in this subsection (a) is to a Person not Affiliated with Owner or involves the transfer other disposition 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 Management Agreement the Affiliate Hotels beneficial interests in Owner (including the Hotel whether partnership interests, shares of stock or other beneficial interests), whether in a single transaction or in a series of related transactions with the same buyer or Persons Affiliated with that buyertransactions, 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 assignable without deemed to constitute the sale or disposition of an interest in the Project for purposes of this Article. Notwithstanding any modifications or exclusions other provision of this Section 10.2, in the event and so long as Owner and Manager are Affiliates, Owner may transfer or convey its interest in the transferees comply with Project and this Agreement without the provisions consent of Manager; provided that the 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 and reflecting any amendments to this Section 18.2Agreement reasonably necessary in order to preserve and protect Manager's rights hereunder in light of the change in ownership.

Assignment by Owner. (a) In addition to any permitted collateral assignments to Lenders, Owner shall have the right to sell, hypothecate or convey the Hotel or any portion thereof, or to assign or pledge its entire rights and interests interest in this Agreement Agreement, without the prior written consent approval of Manager to Hyatt; provided that such sale, conveyance, hypothecation, pledge or assignment shall (i) any Person Affiliated with Ownerbe to a person or entity which has the financial ability to perform the obligations of 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 in connection with a sale person or transfer of the Hotel (including, without limitation, any lease of the Hotel in its entirety), so long as entity who is in the case business of, or who is controlled by or under common control with any person or entity who is in the business of hotel management or is a franchisor of hotel management and related services (iinot, for these purposes, including any person or entity which engages solely in hotel ownership or investment). Any sale, all conditions set forth 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 this Section 18.2 shall have been met and satisfied and such either instance require Hyatt approval. Any approved assignee shall have applied for and qualified for expressly assume in writing the assumption obligations of Owner hereunder. For the Existing Franchise Agreement or entered into a then-current AmeriSuites franchise agreement for the duration purposes of the Term (as defined in the 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 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 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 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 direct and indirect owners of the proposed purchaser. In the event that the sale or 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 be deemed to have occurred, if, within any twelve-month period, there is three a transfer of more than ten percent (310%) of the Gross Receipts as beneficial ownership of the effective date Owner other than by bequests, devise or transfers under laws of the assignment of this Agreementintestacy. Notwithstanding the foregoing, if a transfer to any of the following persons or entities shall not be deemed an assignment for purposes of this Section 14.2: (i) any current partner of Owner transfers 50% and any partner or more of shareholder in such partner (the Ownership Interest to a Person Affiliated With "Existing Owner, ") (as listed on Schedule A hereto); (ii) an affiliate of any Existing Owner transfers fifty percent (50%) or more any trust for the primary benefit of such Existing Owner or members of the Affiliate Hotels (including the Hotel in a single transaction or series family of related transactions with the same buyer or Persons Affiliated with that buyer, and provided such Affiliate Hotels are being operated as AmeriSuites Hotels) Existing Owner; or (iii) there is a transaction or event which constitutes a “change in control” of Equity Innsany transfer pursuant to certain agreements and any amendments, Inc., then this Agreement and specifically including Section 6.01 and 6.04 hereof (along with the applicable Existing Management Agreements) shall be assignable without any modifications or exclusions so long as extensions thereof with Mxxxxxxx Properties Limited L.P. for the transferees comply with benefit of certain trusts currently represented by Axxxxxx, Exxxxxx & Waltch, Inc. wherein the provisions trusts have the right, under certain circumstances, to become beneficial owners of this Section 18.2.a majority of limited partnership interests in Owner and all of the stock of one of Owner's general partners or to become a 50% partner of Mxxxxxxx Properties Limited L.P.

Assignment by Owner. (a) In addition to any permitted collateral assignments to LendersExcept as otherwise expressly provided for herein, Owner shall have may not sell, transfer or otherwise convey all or any part of the right to Project or Owner's interest therein or assign its entire rights and interests in this Agreement or any interest herein without the express prior written consent of Manager. Manager agrees that it will not use its right to (i) any Person Affiliated grant or withhold consent as a means to extract economic concessions from Owner. Instead, Manager agrees to make its decision based on its 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 Owner, (ii) any Person in connection the proposed transferee or assignee will be persons of high character and with a sale favorable reputation for integrity, honesty and veracity and whether a proposed transfer or transfer assignment will adversely affect the ownership, operation and management of the Hotel (includingProject subject to and in accordance with the provisions of this Agreement. In addition, without limitationManager 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 lease proposed transfer or assignment on the basis of Manager's evaluations and determinations of the Hotel in its entirety), so long as factors enumerated in the case of (ii), all conditions set forth in this Section 18.2 shall have been met and satisfied and such preceding sentences. Any transferee or assignee shall have applied for and qualified for the assumption of the Existing Franchise Agreement or entered into a then-current AmeriSuites franchise agreement for the duration of the Term (as defined in the Management Agreement), prior to the effective date by reason of any such assignment. Unless otherwise agreed transfer or assignment shall assume and agree to by Manager, Owner shall not sell, assign or transfer the Hotel, or any interest therein or issue or permit the transfer perform all 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 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 's duties, obligations and liabilities 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 herein contained pursuant 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 and reflecting any amendments to this Agreement reasonably necessary in order to preserve and protect 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 's rights hereunder in reasonable detail the direct and indirect owners light of the proposed purchaserchange in ownership. In the event that the The sale or transfer contemplated in this subsection (a) is to a Person not Affiliated with Owner or involves the transfer other disposition 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 Affiliate Hotels beneficial interests in Owner (including the Hotel whether partnership interests, shares of stock or other beneficial interests), whether in a single transaction or in a series of related transactions with the same buyer or Persons Affiliated with that buyertransactions, 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 assignable without deemed to constitute the sale or disposition of an interest in the Project for purposes of this Article. Notwithstanding any modifications or exclusions other provision of this Section 10.2, in the event and so long as Owner and Manager are Affiliates, Owner may transfer or convey its interest in the transferees comply with Project and this Agreement without the provisions consent of Manager; provided that the 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 and reflecting any amendments to this Section 18.2Agreement reasonably necessary in order to preserve and protect Manager's rights hereunder in light of the change in ownership.