Common use of Change of Ownership Transfer Clause in Contracts

Change of Ownership Transfer. Any proposed Transfer that is not described in Subparagraph 11.b.(1), 11.b.(2), or 11.b.(5) is a Change of Ownership Transfer. You must give us at least sixty (60) days advance written notice of any proposed Change of Ownership Transfer, including the identity and contact information for any proposed Transferee Licensee or transferee Equity Owner(s) and any other information we may in our business judgment require in order to review and consent to the Transfer. The Transferee Licensee must submit to us a Change of Ownership Application accompanied by payment of our then prevailing development services fee. If you are remaining as Licensee, with a change of Control, you or the transferee Equity Owner(s) must submit the Change of Ownership Application and pay the fee. We may also require you or the Transferee Licensee to pay the then prevailing PIP Fee for us to determine the renovation requirements for the Hotel. If we approve the Change of Ownership Transfer, we may require you (if there is no Transferee Licensee), or the Transferee Licensee to pay any other applicable fees and charges we then impose for new Licensed Brand franchise licenses. We will process the Change of Ownership Application in accordance with our then current procedures, including review of criteria and requirements regarding upgrading of the Hotel, credit, background investigation, operations abilities and capabilities, prior business dealings, market feasibility, guarantees, and other factors we consider relevant in our business judgment. We will have sixty (60) days from our receipt of the completed and signed application to consent or withhold our consent to the transferee Equity Owner(s), the Transferee Licensee and/or Change of Ownership Transfer. During our review process, you authorize us to communicate with the transferee Equity Owner(s), any Transferee Licensee and any other necessary party and to provide to the transferee Equity Owner(s), any Transferee Licensee any information we have about the Hotel and the market in which the Hotel operates. Our consent to the Change of Ownership Transfer is subject to the following conditions, all of which must be satisfied at or prior to the date of closing the Transfer (“Closing”): (a) You are not in default of this Agreement or any related agreement; (b) We must receive, at or before Closing, payment of all amounts due to us or the Entities through the date of Closing, along with your written agreement to promptly pay any amounts that may become due after Closing related to your operation of the Hotel prior to Closing; (c) You, the Transferee Licensee and/or transferee Equity Owner(s) must submit to us all information related to the Transfer that we, in our business judgment, require, including, but not limited to: (i) copies of any Transfer agreements; (ii) copies of organizational documents; (iii) identity and description of the proposed ownership; and (iv) financial statements and business information for all participants in the proposed Transfer; (d) You must, if we so request, execute our then-current standard form of voluntary termination agreement, which may include an estoppel and general release, covering termination of this Agreement; and (e) You resolve to our satisfaction, or provide adequate security (including security for your continuing indemnity obligations) for, any suit, action, or proceeding pending or threatened against you or us with respect to the Hotel, which may result in liability to us, including outstanding accounts payable to third parties. We may withhold our consent to any proposed Change of Ownership Transfer if: (i) any of the above conditions are not met to our satisfaction; (ii) you, the Transferee Licensee or transferee Equity Owner(s) do not provide us with information we, in our business judgment, require, in order to review and consent to the Transfer; (iii) you (if there is no Transferee Licensee) or, if applicable, the Transferee Licensee does not agree to execute a new franchise license agreement with us (“New License”), which will be on our then current form for the grant of new franchise licenses, contain our then current license terms, and contain upgrading and other requirements, if any, that we impose; (iv) any required Guarantor fails to execute our then-standard form of guarantee of franchise license agreement; (v) you (if there is no Transferee Licensee) or, if applicable, the Transferee Licensee fails to provide evidence that insurance coverage, as required by the New License, will be effective by the date of Closing; or (vi) the Transferee Licensee or a transferee Equity Owner is a Specially Designated National, or Restricted or Blocked Person (as defined in Subparagraph 16.l.) or a Competitor, or otherwise fails to meet our then-current criteria for new licensees or Equity Owners.

Change of Ownership Transfer. Any proposed Transfer that is does not described in otherwise qualify as a Transfer that does not require our consent or notification pursuant to Subparagraph 11.b.(1), ) or a Permitted Transfer pursuant to Subparagraph 11.b.(2), or 11.b.(5) is above will be considered a change of ownership Transfer (a “Change of Ownership TransferOwnership”). You must give us at least sixty (60) days advance written notice of any proposed Change of Ownership. If there is a proposed Change of Ownership Transferand the proposed new owner (the “Transferee Licensee”) desires to continue to operate the Hotel as a System hotel, including the identity and contact information for any proposed Transferee Licensee or transferee Equity Owner(s) and any other information we may in our business judgment require in order to review and consent to the Transfer. The Transferee Licensee must submit to us a complete application for a new franchise license agreement (the “Change of Ownership Application Application”) accompanied by payment of our then prevailing development services fee. If you are remaining as Licensee, with a change of Control, you or the transferee Equity Owner(s) must submit we do not approve the Change of Ownership Application and pay Application, we will refund the development services fee, less Seven Thousand Five Hundred Dollars ($7,500) for processing costs. We may also require you or the Transferee Licensee to pay the then prevailing PIP Fee for us to determine the renovation requirements for the Hotel. If we approve the Change of Ownership TransferApplication, we may require you (if there is no Transferee Licensee), or the Transferee Licensee to pay any other applicable fees and charges we then impose for new Licensed Brand franchise licenses. We will process the Change of Ownership Application in accordance with our then current procedures, including review of criteria and requirements regarding upgrading of the Hotel, credit, background investigation, operations abilities and capabilities, prior business dealings, market feasibility, guarantees, and other factors we consider relevant in our business judgmentrelevant. We will have sixty (60) days from our receipt of the completed and signed application to consent or withhold our consent to the transferee Equity Owner(s), the Transferee Licensee and/or Change of Ownership TransferOwnership. During our review process, that time you authorize us to communicate with the transferee Equity Owner(s), any Transferee Licensee and any other necessary party and to provide to the transferee Equity Owner(s), any Transferee Licensee any information we have about the Hotel and the market in which the Hotel operates. Our We may, at our option, or as applicable, make our consent to the Change of Ownership Transfer is subject to the following satisfaction of certain conditions, all of which must be satisfied at or prior to the date of closing the Transfer (“Closing”):including: (a) You are not must cure any existing defaults or events that would become defaults with the giving of notice and passage of time, including, the payment in default full at the closing of this Agreement the Transfer (the “Closing”) of all unpaid obligations owed to us and any Entities by you, and/or the renovation by you (or any related agreementthe Transferee Licensee for a Change of Ownership Transfer) of all or part of the Hotel; (b) We must receivereceive evidence that insurance coverage, at or before as required by this Agreement, is in full force and effect on the date of Closing, ; (c) We must receive payment of all amounts due the amount of any fees and charges we estimate will accrue to us or any of the Entities through the date of Closing, along with your written agreement to promptly pay any amounts that may become due after Closing related to your operation of the Hotel prior to Closing; (cd) YouAt all times pending the Closing, you must remain in compliance with the terms of this Agreement; (e) You must sign an estoppel and a general release in a form satisfactory to us of any and all claims, demands and causes of action that you and related parties may or might have against us, the Transferee Licensee and/or transferee Equity Owner(sEntities and related parties in their corporate and individual capacities, including claims arising under any Applicable Laws.; (f) You must submit to us all information related to the Transfer that we, in our business judgment, we may reasonably require, including, but not limited to: (i) copies of any Transfer agreementsagreement(s); (ii) copies of organizational documents; (iii) identity and a description of the proposed ownership; and (iv) financial statements and business information for all participants in the proposed TransferTransfer (collectively, the “Transfer Information”); (dg) You mustmust provide us with evidence and all adequate assurances we may request (as determined by us in our sole and absolute discretion) of the Transferee Licensee’s (or any new Equity Owner’s) assumption of and ability to perform all, if we so requestor its pro rata share, of your (or the Transferring Equity Owner’s) obligations under this Agreement; (h) You must execute our then-current standard form of voluntary termination agreement, which may include an estoppel and general release, agreement covering termination of this Agreement; and (e) You resolve to our satisfaction, or provide adequate security (including security for your continuing indemnity obligations) for, any suit, action, or proceeding pending or threatened against you or us with respect to the Hotel, which may result in liability to us, including outstanding accounts payable to third parties. We may withhold our consent to any proposed Change of Ownership Transfer if: (i) any of the above conditions are not met to our satisfaction; (ii) you, and cause the Transferee Licensee or transferee Equity Owner(s) do not provide us with information we, in our business judgment, require, in order to review and consent to the Transfer; (iii) you (if there is no Transferee Licensee) or, if applicable, the Transferee Licensee does not agree to execute a new franchise license agreement with us (“New License”), which will ) with us. The New License will: (i) be on our then current form for the grant of new franchise licenses, ; (ii) contain our then current license terms, ; and (iii) contain upgrading and other requirements, if any, that we impose; ; (ivi) any required Guarantor fails You must cause the guarantor, if any, to execute our then-current standard form of guarantee of franchise license agreementagreement in accordance with the provisions of Subparagraph 6.a.(24) and 14.a.(4) of this Agreement or as otherwise required under the provisions of the New License; and (vj) you (The new Equity Owner(s), Transferee Licensee and new General Manager and/or employees of the Management Company must successfully complete any training and orientation programs we require. We may withhold our consent to any proposed Transfer if there is no Transferee Licensee) orany of these conditions are not met to our satisfaction, or if applicable, the Transferee Licensee fails to provide evidence that insurance coverageis a Competitor. If we approve the Change of Ownership Application, you will not be liable for any liquidated damages for early termination of this Agreement as required by long as the New License, will be effective License is signed by the date of Closing; or (vi) the Transferee Licensee or a transferee Equity Owner is a Specially Designated Nationalno later than the Closing of the Change of Ownership transaction, and all conditions to our execution of the New License have been satisfied. If we do not approve the Change of Ownership Application, or Restricted if you or Blocked Person (as defined the Transferee Licensee do not comply with all these conditions and the Transfer still occurs, then you will be in material default of this Agreement and we will be entitled to all of our remedies, including the right to terminate this Agreement, and the right to payment of all amounts in Subparagraph 16.l14.c.) or a Competitor, or otherwise fails to meet our then-current criteria for new licensees or Equity Owners.

Change of Ownership Transfer. Any proposed Transfer that is does not described in otherwise qualify as a Transfer that does not require our consent or notification pursuant to Subparagraph 11.b.(1), ) or a Permitted Transfer pursuant to Subparagraph 11.b.(2), or 11.b.(5) is above will be considered a change of ownership Transfer (a “Change of Ownership TransferOwnership”). You must give us at least sixty (60) days advance written notice of any proposed Change of Ownership. If there is a proposed Change of Ownership Transferand the proposed new owner (the “Transferee Licensee”) desires to continue to operate the Hotel as a System hotel, including the identity and contact information for any proposed Transferee Licensee or transferee Equity Owner(s) and any other information we may in our business judgment require in order to review and consent to the Transfer. The Transferee Licensee must submit to us a complete application for a new franchise license agreement (the “Change of Ownership Application Application”) accompanied by payment of our then prevailing development services fee. If you are remaining as Licensee, with a change of Control, you or the transferee Equity Owner(s) must submit we do not approve the Change of Ownership Application and pay Application, we will refund the development services fee, less Seven Thousand Five Hundred Dollars ($7,500) for processing costs. We may also require you or the Transferee Licensee to pay the then prevailing PIP Fee for us to determine the renovation requirements for the Hotel. If we approve the Change of Ownership TransferApplication, we may require you (if there is no Transferee Licensee), or the Transferee Licensee to pay any other applicable fees and charges we then impose for new Licensed Brand franchise licenses. We will process the Change of Ownership Application in accordance with our then current procedures, including review of criteria and requirements regarding upgrading of the Hotel, credit, background investigation, operations abilities and capabilities, prior business dealings, market feasibility, guarantees, and other factors we consider relevant in our business judgmentrelevant. We will have sixty (60) days from our receipt of the completed and signed application to consent or withhold our consent to the transferee Equity Owner(s), the Transferee Licensee and/or Change of Ownership TransferOwnership. During our review process, that time you authorize us to communicate with the transferee Equity Owner(s), any Transferee Licensee and any other necessary party and to provide to the transferee Equity Owner(s), any Transferee Licensee any information we have about the Hotel and the market in which the Hotel operates. Our We may, at our option, or as applicable, make our consent to the Change of Ownership Transfer is subject to the following satisfaction of certain conditions, all of which must be satisfied at or prior to the date of closing the Transfer (“Closing”):including: (a) You are not must cure any existing defaults or events that would become defaults with the giving of notice and passage of time, including, the payment in default full at the closing of this Agreement the Transfer (the “Closing”) of all unpaid obligations owed to us and any Entities by you, and/or the renovation by you (or any related agreementthe Transferee Licensee for a Change of Ownership Transfer) of all or part of the Hotel; (b) We must receivereceive evidence that insurance coverage, at or before as required by this Agreement, is in full force and effect on the date of Closing, ; (c) We must receive payment of all amounts due the amount of any fees and charges we estimate will accrue to us or any of the Entities through the date of Closing, along with your written agreement to promptly pay any amounts that may become due after Closing related to your operation of the Hotel prior to Closing; (cd) YouAt all times pending the Closing, you must remain in compliance with the terms of this Agreement; (e) You must sign an estoppel and a general release in a form satisfactory to us of any and all claims, demands and causes of action that you and related parties may or might have against us, the Transferee Licensee and/or transferee Equity Owner(sEntities and related parties in their corporate and individual capacities, including claims arising under any Applicable Laws; (f) You must submit to us all information related to the Transfer that we, in our business judgment, we may reasonably require, including, but not limited to: (i) copies of any Transfer agreementsagreement(s); (ii) copies of organizational documents; (iii) identity and a description of the proposed ownership; and (iv) financial statements and business information for all participants in the proposed TransferTransfer (collectively, the “Transfer Information”); (dg) You mustmust provide us with evidence and all adequate assurances we may request (as determined by us in our sole and absolute discretion) of the Transferee Licensee’s (or any new Equity Owner’s) assumption of and ability to perform all, if we so requestor its pro rata share, of your (or the Transferring Equity Owner’s) obligations under this Agreement; (h) You must execute our then-current standard form of voluntary termination agreement, which may include an estoppel and general release, agreement covering termination of this Agreement; and (e) You resolve to our satisfaction, or provide adequate security (including security for your continuing indemnity obligations) for, any suit, action, or proceeding pending or threatened against you or us with respect to the Hotel, which may result in liability to us, including outstanding accounts payable to third parties. We may withhold our consent to any proposed Change of Ownership Transfer if: (i) any of the above conditions are not met to our satisfaction; (ii) you, and cause the Transferee Licensee or transferee Equity Owner(s) do not provide us with information we, in our business judgment, require, in order to review and consent to the Transfer; (iii) you (if there is no Transferee Licensee) or, if applicable, the Transferee Licensee does not agree to execute a new franchise license agreement with us (“New License”), which will ) with us. The New License will: (i) be on our then current form for the grant of new franchise licenses, ; (ii) contain our then current license terms, ; and (iii) contain upgrading and other requirements, if any, that we impose; ; (ivi) any required Guarantor fails You must cause the guarantor, if any, to execute our then-current standard form of guarantee of franchise license agreementagreement in accordance with the provisions of Subparagraph 6.a.(24) and 14.a.(4) of this Agreement or as otherwise required under the provisions of the New License; and (vj) you (The new Equity Owner(s), Transferee Licensee and new General Manager and/or employees of the Management Company must successfully complete any training and orientation programs we require. We may withhold our consent to any proposed Transfer if there is no Transferee Licensee) orany of these conditions are not met to our satisfaction, or if applicable, the Transferee Licensee fails to provide evidence that insurance coverageis a Competitor. If we approve the Change of Ownership Application, you will not be liable for any liquidated damages for early termination of this Agreement as required by long as the New License, will be effective License is signed by the date of Closing; or (vi) the Transferee Licensee or a transferee Equity Owner is a Specially Designated Nationalno later than the Closing of the Change of Ownership transaction, and all conditions to our execution of the New License have been satisfied. If we do not approve the Change of Ownership Application, or Restricted if you or Blocked Person (as defined the Transferee Licensee do not comply with all these conditions and the Transfer still occurs, then you will be in material default of this Agreement and we will be entitled to all of our remedies, including the right to terminate this Agreement, and the right to payment of all amounts in Subparagraph 16.l14.c.) or a Competitor, or otherwise fails to meet our then-current criteria for new licensees or Equity Owners.

Change of Ownership Transfer. Any proposed Transfer that is does not described in otherwise qualify as a Transfer that does not require our consent or notification pursuant to Subparagraph 11.b.(1), ) or a Permitted Transfer pursuant to Subparagraph 11.b.(2), or 11.b.(5) is above will be considered a change of ownership Transfer (a “Change of Ownership TransferOwnership”). You must give us at least sixty (60) days advance written notice of any proposed Change of Ownership. If there is a proposed Change of Ownership Transferand the proposed new owner (the “Transferee Licensee”) desires to continue to operate the Hotel as a System hotel, including the identity and contact information for any proposed Transferee Licensee or transferee Equity Owner(s) and any other information we may in our business judgment require in order to review and consent to the Transfer. The Transferee Licensee must submit to us a complete application for a new franchise license agreement (the “Change of Ownership Application Application”) accompanied by payment of our then prevailing development services fee. If you are remaining as Licensee, with a change of Control, you or the transferee Equity Owner(s) must submit we do not approve the Change of Ownership Application and pay Application, we will refund the development services fee, less Five Thousand Dollars ($5,000) for processing costs. We may also require you or the Transferee Licensee to pay the then prevailing PIP Fee for us to determine the renovation requirements for the Hotel. If we approve the Change of Ownership TransferApplication, we may require you (if there is no Transferee Licensee), or the Transferee Licensee to pay any other applicable fees and charges we then impose for new Licensed Brand franchise licenses. We will process the Change of Ownership Application in accordance with our then current procedures, including review of criteria and requirements regarding upgrading of the Hotel, credit, background investigation, operations abilities and capabilities, prior business dealings, market feasibility, guarantees, and other factors we consider relevant in our business judgmentrelevant. We will have sixty (60) days from our receipt of the completed and signed application to consent or withhold our consent to the transferee Equity Owner(s), the Transferee Licensee and/or Change of Ownership TransferOwnership. During our review process, that time you authorize us to communicate with the transferee Equity Owner(s), any Transferee Licensee and any other necessary party and to provide to the transferee Equity Owner(s), any Transferee Licensee any information we have about the Hotel and the market in which the Hotel operates. Our We may, at our option, or as applicable, make our consent to the Change of Ownership Transfer is subject to the following satisfaction of certain conditions, all of which must be satisfied at or prior to the date of closing the Transfer (“Closing”):including: (a) You are not must cure any existing defaults or events that would become defaults with the giving of notice and passage of time, including, the payment in default full at the closing of this Agreement the Transfer (the “Closing”) of all unpaid obligations owed to us and any Entities by you, and/or the renovation by you (or any related agreementthe Transferee Licensee for a Change of Ownership Transfer) of all or part of the Hotel; (b) We must receivereceive evidence that insurance coverage, at or before as required by this Agreement, is in full force and effect on the date of Closing, ; (c) We must receive payment of all amounts due the amount of any fees and charges we estimate will accrue to us or any of the Entities through the date of Closing, along with your written agreement to promptly pay any amounts that may become due after Closing related to your operation of the Hotel prior to Closing; (cd) YouAt all times pending the Closing, you must remain in compliance with the Transferee Licensee and/or transferee Equity Owner(sterms of this Agreement; (e) You must sign an estoppel and a general release in a form satisfactory to us, of any and all claims, demands and causes of action that you and your partners, proprietors, directors, officers, shareholders, members, successors and assigns (as the case may be) may or might have against us or any of the Entities, and their respective officers, directors, members, shareholders, agents, attorneys, contractors and employees in their corporate and individual capacities including claims arising under any applicable laws, rules and ordinances; (f) You must submit to us all information related to the Transfer that we, in our business judgment, we may reasonably require, including, but not limited to: (i) copies of any Transfer agreementsagreement(s); (ii) copies of organizational documents; (iii) identity and a description of the proposed ownership; and (iv) financial statements and business information for all participants in the proposed TransferTransfer (collectively, the “Transfer Information”); (dg) You mustmust provide us with evidence and all adequate assurances we may request (as determined by us in our sole and absolute discretion) of the Transferee Licensee’s (or any new Equity Owner’s) assumption of and ability to perform all, if we so requestor its pro rata share, of your (or the Transferring Equity Owner’s) obligations under this Agreement; (h) You must execute our then-current standard form of voluntary termination agreement, which may include an estoppel and general release, agreement covering termination of this Agreement; and (e) You resolve to our satisfaction, or provide adequate security (including security for your continuing indemnity obligations) for, any suit, action, or proceeding pending or threatened against you or us with respect to the Hotel, which may result in liability to us, including outstanding accounts payable to third parties. We may withhold our consent to any proposed Change of Ownership Transfer if: (i) any of the above conditions are not met to our satisfaction; (ii) you, and cause the Transferee Licensee or transferee Equity Owner(s) do not provide us with information we, in our business judgment, require, in order to review and consent to the Transfer; (iii) you (if there is no Transferee Licensee) or, if applicable, the Transferee Licensee does not agree to execute a new franchise license agreement with us (“New License”), which ) with us. The New License will (i) be on our then current form for the grant of new franchise licenses, (ii) contain our then current license terms, and (iii) contain upgrading and other requirements, if any, that we impose; ; (ivi) any required Guarantor fails You must cause the guarantor, if any, to execute our then-current standard form of guarantee of franchise license agreementagreement in accordance with the provisions of Subparagraph 6.a.(24) and 14.a.(4) of this Agreement or as otherwise required under the provisions of the New License; and (vj) you (The new Equity Owner(s), Transferee Licensee and new General Manager and/or employees of the Management Company must successfully complete any training and orientation programs we require. We have the right to withhold our consent to any proposed Transfer if there is no Transferee Licensee) orany of these conditions are not met to our satisfaction, or if applicable, the Transferee Licensee fails to provide evidence that insurance coverageis a Competitor. If we approve the Change of Ownership Application, you will not be liable for any liquidated damages for early termination of this Agreement as required by long as the New License, will be effective License is signed by the date of Closing; or (vi) the Transferee Licensee or a transferee Equity Owner is a Specially Designated Nationalno later than the Closing of the Change of Ownership transaction, and all conditions to our execution of the New License have been satisfied. If we do not approve the Change of Ownership Application, or Restricted if you or Blocked Person (as defined the Transferee Licensee do not comply with all these conditions and the Transfer still occurs, then you will be in material default of this Agreement and we will be entitled to all of our remedies, including the right to terminate this Agreement, and the right to payment of all amounts set forth in Subparagraph 16.l14.c.) or a Competitor, or otherwise fails to meet our then-current criteria for new licensees or Equity Owners.

Change of Ownership Transfer. Any proposed Transfer that is not described in Subparagraph 11.b.(1), 11.b.(2), or 11.b.(5) is a A Change of Ownership Transfer. You must give us at least sixty (60) days advance written notice of Transfer is any proposed Change of Ownership Transfer, including the identity and contact information for any proposed Transferee Licensee or transferee Equity Owner(s) and any other information we may Transfer that will result in our business judgment require in order to review and consent to the Transfer. The Transferee Licensee must submit to us a Change of Ownership Application accompanied by payment of our then prevailing development services fee. If you are remaining as Licensee, with a change of ControlControl of you, you the Hotel or the transferee Equity Owner(s) must submit the Change of Ownership Application and pay the fee. We may also require you or the Transferee Licensee to pay the then prevailing PIP Fee for us to determine the renovation requirements for the Hotel. If we approve the Change of Ownership Transfer, we may require you (if there is no Transferee Licensee)Hotel Site, or the Transferee Licensee to pay any other applicable fees and charges we then impose for new Licensed Brand franchise licenses. We will process the Change of Ownership Application is not otherwise described in accordance with our then current procedures, including review of criteria and requirements regarding upgrading of the Hotel, credit, background investigation, operations abilities and capabilities, prior business dealings, market feasibility, guarantees, and other factors we consider relevant in our business judgmentSubsection 12.2.1. We will have sixty (60) days from our receipt of the completed and signed franchise application to consent or withhold our consent to the transferee Equity Owner(s), the Transferee Licensee and/or any proposed Change of Ownership Transfer. During Our consent will not be unreasonably withheld. You consent to our review process, you authorize us to communicate communication with the transferee Equity Owner(s), any Transferee Licensee and any other third party we deem necessary party and to provide to the transferee Equity Owner(s), any Transferee Licensee any information we have about the Hotel and in order for us to evaluate the market in which the Hotel operatesproposed Change of Ownership Transfer. Our consent to the Change of Ownership Transfer is subject to the following conditions, all of which must be satisfied at or prior to before the date of closing the Change of Ownership Transfer (“Closing”): (a) You 12.2.2.1 Transferee submits a completed and signed Change of Ownership Application, pays our then current franchise application fee, executes our then-current form of franchise agreement, and all required ancillary documents. If all conditions to our consent are fulfilled, the date of Closing will be the termination date of this Agreement, and the effective date of Transferee’s franchise agreement; 12.2.2.2 you are not in default of this Agreement or any related agreementother agreements with us or our Affiliates; (b) We must receive12.2.2.3 you or Transferee pay to us, at on or before the date of Closing, payment of the PIP fee, and all amounts due to us or and our Affiliates through the Entities date of the Closing. We will estimate the amounts due to us through the date of Closing, along with your written agreement which you and the Transferee may agree to promptly pay escrow, to be disbursed to us at Closing to fulfill this obligation. You must agree to escrow the estimated amounts due to us if we agree to execute any amounts that may become due after Closing related documents pursuant to your operation Standard Operating Procedure 50 10 5(I) (or any equivalent or successor) of the Hotel prior United States Small Business Administration in connection with a Closing. If our estimate of the amounts due to us exceeds the amount actually owed to us, we will refund the difference to you, generally within thirty (30) days after the date of Closing; (c) You, the Transferee Licensee and/or transferee Equity Owner(s) must submit to us all information related to the Transfer that we, in our business judgment, require, including, but not limited to: (i) copies of any Transfer agreements; (ii) copies of organizational documents; (iii) identity and description of the proposed ownership; and (iv) financial statements and business information for all participants in the proposed Transfer; (d) You must, if we so request, execute our then-current standard form of voluntary termination agreement, which may include an estoppel and general release, covering termination of this Agreement; and (e) You resolve 12.2.2.4 you conclude to our satisfaction, or provide adequate security (including security for your continuing indemnity obligations) for, any suit, action, or proceeding pending or threatened against you you, us or us any of our Affiliates with respect to the Hotel, which may result in liability to us, including outstanding accounts payable to third parties. We may withhold our consent to any proposed Change on the part of Ownership Transfer if: (i) us or any of the above conditions are not met to our satisfaction; (ii) Affiliates; 12.2.2.5 you, the Transferee Licensee or transferee and/or Equity Owner(s) do not provide of Transferee, submit to us with all information we, in our business judgment, require, in order to review and consent related to the Transfer; (iii) you (if there is no Transferee Licensee) or, if applicable, the Transferee Licensee does not agree to execute a new franchise license agreement with us (“New License”), which will be on our then current form for the grant of new franchise licenses, contain our then current license terms, and contain upgrading and other requirements, if any, Transfer that we imposerequire; (iv) any required Guarantor fails to execute our then-standard form of guarantee of franchise license agreement; (v) you (if there is no and 12.2.2.6 Transferee Licensee) or, if applicable, the Transferee Licensee fails to provide evidence that insurance coverage, as required by the New License, will be effective by the date of Closing; or (vi) the Transferee Licensee or a transferee Equity Owner is a Specially Designated National, or Restricted or Blocked Person (as defined in Subparagraph 16.l.) or a Competitor, or otherwise fails to meet meets our then-current criteria business requirements for new licensees or Equity Ownersfranchisees.

Change of Ownership Transfer. Any proposed Transfer that is not described in Subparagraph 11.b.(1), 11.b.(2), or 11.b.(5) is a Change of Ownership Transfer. You must give us at least sixty (60) days advance written notice of any proposed Change of Ownership Transfer, including the identity and contact information for any proposed Transferee Licensee or transferee Equity Owner(s) and any other information we may in our business judgment require in order to review and consent to the Transfer. The Transferee Licensee must submit to us a Change of Ownership Application accompanied by payment of our then prevailing development services fee. If you are remaining as Licensee, with a change of Control, you or the transferee Equity Owner(s) must submit the Change of Ownership Application and pay the fee. We may also require you or the Transferee Licensee to pay the then prevailing PIP Fee for us to determine the renovation requirements for the Hotel. If we approve the Change of Ownership Transfer, we may require you (if there is no Transferee Licensee), or the Transferee Licensee to pay any other applicable fees and charges we then impose for new Licensed Brand franchise licenses. We will process the Change of Ownership Application in accordance with our then current procedures, including review of criteria and requirements regarding upgrading of the Hotel, credit, background investigation, operations abilities and capabilities, prior business dealings, market feasibility, guarantees, and other factors we consider relevant in our business judgment. We will have sixty (60) days from our receipt of the completed and signed application to consent or withhold our consent to the transferee Equity Owner(s), the Transferee Licensee and/or Change of Ownership Transfer. During our review process, you authorize us to communicate with the transferee Equity Owner(s), any Transferee Licensee and any other necessary party and to provide to the transferee Equity Owner(s), any Transferee Licensee any information we have about the Hotel and the market in which the Hotel operates. Our consent to the Change of Ownership Transfer is subject to the following conditions, all of which must be satisfied at or prior to the date of closing the Transfer (“Closing”): (a) You are not in default of this Agreement or any related agreement; (b) We must receive, at or before Closing, payment of all amounts due to us or the Entities through the date of Closing, along with your written agreement to promptly pay any amounts that may become due after Closing related to your operation of the Hotel prior to Closing; (c) You, the Transferee Licensee and/or transferee Equity Owner(s) must submit to us all information related to the Transfer that we, in our business judgment, require, including, but not limited to: (i) copies of any Transfer agreements; (ii) copies of organizational documents; (iii) identity and description of the proposed ownership; and (iv) financial statements and business information for all participants in the proposed Transfer; (d) You must, if we so request, execute our then-current standard form of voluntary termination agreement, which may include an estoppel and general release, covering termination of this Agreement; and (e) You resolve to our satisfaction, or provide adequate security (including security for your continuing indemnity obligations) for, any suit, action, or proceeding pending or threatened against you or us with respect to the Hotel, which may result in liability to us, including outstanding accounts payable to third parties. We may withhold our consent to any proposed Change of Ownership Transfer if: (i) any of the above conditions are not met to our satisfaction; (ii) you, the Transferee Licensee or transferee Equity Owner(s) do not provide us with information we, in our business judgment, require, in order to review and consent to the Transfer; (iii) you (if there is no Transferee Licensee) or, if applicable, the Transferee Licensee does not agree to execute a new franchise license agreement with us (“New HGI Denver Xxxxxxxx XX 00000 COO FLA 021811 November 2010 - HGI License”), which will be on our then current form for the grant of new franchise licenses, contain our then current license terms, and contain upgrading and other requirements, if any, that we impose; (iv) any required Guarantor fails to execute our then-standard form of guarantee of franchise license agreement; (v) you (if there is no Transferee Licensee) or, if applicable, the Transferee Licensee fails to provide evidence that insurance coverage, as required by the New License, will be effective by the date of Closing; or (vi) the Transferee Licensee or a transferee Equity Owner is a Specially Designated National, or Restricted or Blocked Person (as defined in Subparagraph 16.l.) or a Competitor, or otherwise fails to meet our then-current criteria for new licensees or Equity Owners.

Change of Ownership Transfer. Any proposed Transfer that is does not described in otherwise qualify as a Transfer that does not require our consent or notification pursuant to Subparagraph 11.b.(1) or a Permitted Transfer pursuant to Subparagraph 11.b.(2) above will be considered a change of ownership Transfer (a “Change. of Ownership”), 11.b.(2), or 11.b.(5) is a Change of Ownership Transfer. You must give us at least sixty (60) days advance written notice of any proposed Change of Ownership. If there is a proposed Change of Ownership Transferand the proposed new owner (the “Transferee Licensee”) desires to continue to operate the Hotel as a System hotel, including the identity and contact information for any proposed Transferee Licensee or transferee Equity Owner(s) and any other information we may in our business judgment require in order to review and consent to the Transfer. The Transferee Licensee must submit to us a complete application for a new franchise license agreement (the “Change of Ownership Application Application”) accompanied by payment of our then prevailing development development, services fee. If you are remaining as Licensee, with a change of Control, you or the transferee Equity Owner(s) must submit we do not approve the Change of Ownership Application and pay Application, we will refund the development services fee, less Seven Thousand Five Hundred Dollars ($7,500) for processing costs. We may also require you or the Transferee Licensee to pay the then prevailing PIP Fee for us to determine the renovation requirements for the Hotel. , If we approve the Change of Ownership TransferApplication, we may require you (if there is no Transferee Licensee), or the Transferee Licensee to pay any other applicable fees and charges we then impose for new Licensed Brand franchise licenses. We will process the Change of Ownership Application in accordance with our then current procedures, including review of criteria and requirements regarding upgrading of the Hotel, credit, background investigation, operations abilities and capabilities, prior business dealings, market feasibility, guarantees, and other factors we consider relevant in our business judgmentrelevant. We will have sixty (60) days from our receipt of the completed and signed application to consent or withhold our consent to the transferee Equity Owner(s), the Transferee Licensee and/or Change of Ownership TransferOwnership. During our review process, that time you authorize us to communicate with the transferee Equity Owner(s), any Transferee Licensee and any other necessary party and to provide to the transferee Equity Owner(s), any Transferee Licensee any information we have about the Hotel and the market in which the Hotel operates. Our We may, at our option, or as applicable, make our consent to the Change of Ownership Transfer is subject to the following satisfaction of certain conditions, all of which must be satisfied at or prior to the date of closing the Transfer (“Closing”):including: (a) You are not must cure any existing defaults or events that would become defaults with the giving of notice and passage of time, including, the payment in default full at the closing of this Agreement the Transfer (the “Closing”) of all unpaid obligations owed to us and any Entities by you, and/or the renovation by you (or any related agreementthe Transferee Licensee for a Change of Ownership Transfer) of all or part of the Hotel; (b) We must receivereceive evidence that insurance coverage, at or before as required by this Agreement, is in full force and effect on the date of Closing, ; (c) We must receive payment of all amounts due the amount of any fees and charges we estimate will accrue to us or any of the Entities through the date of Closing, along with your written agreement to promptly pay any amounts that may become due after Closing related to your operation of the Hotel prior to Closing; (cd) YouAt all times pending the Closing, you must remain in compliance with the terms of this Agreement; (e) You must sign an estoppel and a general release in a form satisfactory to us of any and all claims, demands and causes of action that you and related parties may or might have against us, the Transferee Licensee and/or transferee Equity Owner(sEntities and related parties in their corporate and individual capacities, including claims arising under any Applicable Laws.; (f) You must submit to us all information related to the Transfer that we, in our business judgment, we may reasonably require, including, but not limited to: (i) copies of any Transfer agreementsagreement(s); (ii) copies of organizational documents; (iii) identity and a description of the proposed ownership; and (iv) financial statements and business information for all participants in the proposed TransferTransfer (collectively, the “Transfer Information”); (dg) You mustmust provide us with evidence and all adequate assurances we may request (as determined by us in our sole and absolute discretion) of the Transferee Licensee’s (or any new Equity Owner’s) assumption of and ability to perform all, if we so requestor its pro rata share, of your (or the Transferring Equity Owner’s) obligations under this Agreement; (h) You must execute our then-current standard form of voluntary termination agreement, which may include an estoppel and general release, agreement covering termination of this Agreement; and (e) You resolve to our satisfaction, or provide adequate security (including security for your continuing indemnity obligations) for, any suit, action, or proceeding pending or threatened against you or us with respect to the Hotel, which may result in liability to us, including outstanding accounts payable to third parties. We may withhold our consent to any proposed Change of Ownership Transfer if: (i) any of the above conditions are not met to our satisfaction; (ii) you, and cause the Transferee Licensee or transferee Equity Owner(s) do not provide us with information we, in our business judgment, require, in order to review and consent to the Transfer; (iii) you (if there is no Transferee Licensee) or, if applicable, the Transferee Licensee does not agree to execute a new franchise license agreement with us (“New License”), which will ) with us. The New License will: (i) be on our then current form for the grant of new franchise licenses, ; (ii) contain our then current license terms, ; and (iii) contain upgrading and other requirements, if any, that we impose; ; (ivi) any required Guarantor fails You must cause the guarantor, if any, to execute our then-current standard form of or guarantee of franchise license agreementagreement in accordance with the provisions of Subparagraph 6.a.(24) and 14.a.(4) of this Agreement or as otherwise required under the provisions of the New License; and (vj) The new Equity Owner(s), Transferee Licensee and new General Manager and/or employees of the Management Company must successfully complete any training and orientation programs we require. We may withhold our consent to any proposed Transfer if any of these conditions are not met to our satisfaction, or if the Transferee licensee is a Competitor. If we approve the Change of Ownership Application, you (if there will not be liable for any liquidated damages for early termination of this Agreement as long as the New License is no Transferee Licensee) or, if applicable, signed by the Transferee Licensee fails no later than the Closing of the Change of Ownership transaction, and all conditions to provide evidence that insurance coverage, as required by our execution of the New LicenseLicense have been satisfied. If we do not approve the Change of Ownership Application, will be effective by the date of Closing; or (vi) if you or the Transferee Licensee or a transferee Equity Owner is a Specially Designated Nationaldo not comply with all these conditions and the Transfer still occurs, or Restricted or Blocked Person (as defined then you will be in material default of this Agreement and we will be entitled to all of our remedies, including the right to terminate this Agreement, and the right to payment of all amounts in Subparagraph 16.l14.c.) or a Competitor, or otherwise fails to meet our then-current criteria for new licensees or Equity Owners.