Common use of Free Transferability Clause in Contracts

Free Transferability. Except as limited by the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], to the fullest extent permitted by the Act, any [Member][Partner] may, at any time or from time to time, without the consent of any other Person, Transfer, pledge or encumber any or all of its Shares. Subject to the restrictions of the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], the Transferee of any Shares shall be admitted to the [Company][Partnership] as a substitute member of the [Company][Partnership] on the effective date of such Transfer upon (i) such Transferee's written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Shares, which shall be evidenced by such Transferee's execution and delivery to the [Company][Partnership] of an Application for Transfer of Shares on the reverse side of the Share Certificate representing the Shares being transferred, and (ii) the recording of such Transferee's name as a Substitute [Member][Partner] on the books and records of the [Company][Partnership]. Any Transfer of any Shares pursuant to this Section __ shall be effective as of the later of (i) the close of business on the day on which such Transfer occurs, or (ii) the effective date and time of such Transfer that is designated in the Application for Transfer of Shares delivered by the Transferee to the [Company][Partnership]. EXHIBIT O CERTIFICATE OF INDEPENDENT MANAGER/MEMBER/DIRECTOR THE UNDERSIGNED, ____________________, hereby certifies as follows: 1. I have been elected to serve as an independent director of [________________], a Delaware corporation (the "Company"). 2. I am aware that under its Articles of Incorporation and By Laws, the Company is required to have at least two so-called "Independent Directors". 3. I hereby certify that I am aware of the definition of and requirement for Independent Directors as set forth in the Articles of Incorporation and By Laws of the Company, including but not limited to, the requirement that when voting on a matter put to the vote of board of directors, that notwithstanding that the Company may be insolvent, an Independent Director shall, to the extent permitted by law, take into account the interest of the creditors of the Company as well as the interest of the Company. As an Independent Director of the Company, I will vote in accordance with my fiduciary duties under applicable law. 4. I hereby certify that I meet the requirements of an Independent Director as set forth in the Articles of Incorporation and the By Laws. 5. I certify that, subject to my fiduciary duties as an Independent Director, it is my intention as a so-called "Independent Director" to take into account, to the extent permitted by law, the interest of all creditors of the Company as well as the Company in fulfilling my duties as an Independent Director of the Company. 6. I understand that German American Capital Corporation and its successors, participants, transferees and assigns, will rely on this Certificate in conjunction with loans to be made to the Borrower. Executed as of this ___ day of _______, 200_. ______________________ Print Name: EXHIBIT P FORMS OF PARTIAL RELEASE AND SUBORDINATION TO EASEMENT AFTER RECORDATION ( ) MAIL TO (X) PICKUP BY: Total No. of Pages: __ Chun, Kerr, Dodd, Xxxxxx & Xxxx (DSW) 000 Xxxx Xxxxxx, Xxxxx 000, Xxx., XX 00000 Telephone No. (000) 000-0000 Tax Maps Key Nos. (2) 2-1-008-109 JOINDER AND CONSENT TO ROADWAY ACCESS EASEMENT KNOW ALL MEN BY THESE PRESENTS: That GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, whose address is 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Lender"), the mortgagee under that certain Mortgage and Security Agreement dated , 2003, made by CNL Grand Wailea Resort, LP., a Delaware limited partnership, whose address is 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxx, Xxxx, Xxxxxx 00000, (hereinafter "CNL Grand Wailea") as mortgagor, recorded in the Office of the Assistant Registrar of the Land Court of the State of Hawaii as Document No. and noted on Transfer Certificate of Title No. 523,769, does hereby join in and consent to that certain Roadway Access Easement between CNL Grand Wailea, as grantor, and County of Maui, a municipal corporation of the State of Hawaii, as grantee, recorded as Land Court Document No. ________, provided, however, that this joinder and consent shall not be construed to approve or consent to any further easement, declaration, agreement or encumbrance against the property described therein, without the prior written consent of the undersigned.

Free Transferability. Except as limited by the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], to the fullest extent permitted by the Act, any [Member][PartnerMember] [Partner] may, at any time or from time to time, without the consent of any other Person, Transfer, pledge or encumber any or all of its Shares. Subject to the restrictions of the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], the Transferee of any Shares shall be admitted to the [Company][PartnershipCompany] [Partnership] as a substitute member of the [Company][PartnershipCompany] [Partnership] on the effective date of such Transfer upon (i) such Transferee's ’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Shares, which shall be evidenced by such Transferee's ’s execution and delivery to the [Company][PartnershipCompany] [Partnership] of an Application for Transfer of Shares on the reverse side of the Share Certificate representing the Shares being transferred, and (ii) the recording of such Transferee's ’s name as a Substitute [Member][PartnerMember] [Partner] on the books and records of the [Company][PartnershipCompany] [Partnership]. Any Transfer of any Shares pursuant to this Section __ shall be effective as of the later of (i) the close of business on the day on which such Transfer occurs, or (ii) the effective date and time of such Transfer that is designated in the Application for Transfer of Shares delivered by the Transferee to the [Company][PartnershipCompany] [Partnership]. EXHIBIT O CERTIFICATE OF INDEPENDENT MANAGER/MEMBER/DIRECTOR THE UNDERSIGNEDPlaintiff(s) Defendant(s) Date of Incident Xxxxx & Vensa Ajic and Xxx & Xxxxxx Xxxxxx CP Hotels (US) 1998 Inc. December 2001 Equal Employment Opportunity Commission (Re: Xxx Xxxxxx) CP Hotels (US) 1998 Inc. FHRUSI May 29, ____________________2003 Xxxxxxx Xxxxxxxxx Fairmont Scottsdale Princess Hotel November 28, hereby certifies as follows: 1. I have been elected to serve as an independent director of [________________], a Delaware corporation (the "Company"). 2. I am aware that under its Articles of Incorporation and By Laws, the Company is required to have at least two so-called "Independent Directors". 3. I hereby certify that I am aware of the definition of and requirement for Independent Directors as set forth in the Articles of Incorporation and By Laws of the Company, including but not limited to, the requirement that when voting on a matter put to the vote of board of directors, that notwithstanding that the Company may be insolvent, an Independent Director shall, to the extent permitted by law, take into account the interest of the creditors of the Company as well as the interest of the Company. As an Independent Director of the Company, I will vote in accordance with my fiduciary duties under applicable law. 4. I hereby certify that I meet the requirements of an Independent Director as set forth in the Articles of Incorporation and the By Laws. 5. I certify that, subject to my fiduciary duties as an Independent Director, it is my intention as a so-called "Independent Director" to take into account, to the extent permitted by law, the interest of all creditors of the Company as well as the Company in fulfilling my duties as an Independent Director of the Company. 6. I understand that German American Capital Corporation and its successors, participants, transferees and assigns, will rely on this Certificate in conjunction with loans to be made to the Borrower. Executed as of this ___ day of _______, 200_. ______________________ Print Name: EXHIBIT P FORMS OF PARTIAL RELEASE AND SUBORDINATION TO EASEMENT AFTER RECORDATION ( ) MAIL TO (X) PICKUP BY: Total No. of Pages: __ Chun, Kerr, Dodd, 2002 Xxxxxx & Xxxxxx Xxxxx FHRI, dba The Fairmont Scottsdale Princess Hotel March 11, 2005 Xxxxx Xxxxx & Xxxx (DSWXxxxx CP Hotels Inc. dba the Fairmont Scottsdale Princess, et al. February 20, 2004 1) 000 Xxxx Xxxxxx, Xxxxx 000, Xxx., XX 00000 Telephone NoX(SHR) EXCHANGE AGT. (000) 000-0000 Tax Maps Key Nos. (2) 2-1-008-109 JOINDER AND CONSENT TO ROADWAY ACCESS EASEMENT KNOW ALL MEN BY THESE PRESENTS: That GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, whose address is 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Lender"), the mortgagee under that certain Mortgage and Security Agreement dated , 2003, made by CNL Grand Wailea Resort, LP., a Delaware limited partnership, whose address is 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxx, Xxxx, Xxxxxx 00000, (hereinafter "CNL Grand Wailea") as mortgagor, recorded in the Office of the Assistant Registrar of the Land Court of the State of Hawaii as Document No. and noted on Transfer Certificate of Title No. 523,769, does hereby join in and consent to that certain Roadway Access Easement between CNL Grand Wailea, as grantor, and County of Maui, a municipal corporation of the State of Hawaii, as grantee, recorded as Land Court Document No. ________, provided, however, that this joinder and consent shall not be construed to approve or consent to any further easement, declaration, agreement or encumbrance against the property described therein, without the prior written consent of the undersigned.& DOCS

Free Transferability. Except as limited by the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], to the fullest extent permitted by the Act, any [Member][Partner] may, at any time or from time to time, without the consent of any other Person, Transfer, pledge or encumber any or all of its Shares. Subject to the restrictions of the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], the Transferee of any Shares shall be admitted to the [Company][Partnership] as a substitute member of the [Company][Partnership] on the effective date of such Transfer upon (i) such Transferee's written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Shares, which shall be evidenced by such Transferee's execution and delivery to the [Company][Partnership] of an Application for Transfer of Shares on the reverse side of the Share Certificate representing the Shares being transferred, and (ii) the recording of such Transferee's name as a Substitute [Member][Partner] on the books and records of the [Company][Partnership]. Any Transfer of any Shares pursuant to this Section __ shall be effective as of the later of (i) the close of business on the day on which such Transfer occurs, or (ii) the effective date and time of such Transfer that is designated in the Application for Transfer of Shares delivered by the Transferee to the [Company][Partnership]. EXHIBIT O CERTIFICATE OF INDEPENDENT MANAGER/MEMBER/DIRECTOR Schedule 1 Corporations, Limited Liability Corporations and Partnerships Schedule 2 Ownership Chart Schedule 3 Organizational Documents Stock Power A transfer power in form and substance acceptable to Lender. Schedule 5 **[THE UNDERSIGNED, ____________________, hereby certifies as follows: 1. I have been elected to serve as an independent director of [________________CERTIFICATE], a Delaware corporation (the "Company"). 2. I am aware that under its Articles of Incorporation and By Laws, the Company is required to have at least two so-called "Independent Directors". 3. I hereby certify that I am aware of the definition of and requirement for Independent Directors as set forth in the Articles of Incorporation and By Laws of the Company, including but not limited to, the requirement that when voting on a matter put to the vote of board of directors, that notwithstanding that the Company may be insolvent, an Independent Director shall, to the extent permitted by law, take into account the interest of the creditors of the Company as well as the interest of the Company. As an Independent Director of the Company, I will vote in accordance with my fiduciary duties under applicable law. 4. I hereby certify that I meet the requirements of an Independent Director as set forth in the Articles of Incorporation and the By Laws. 5. I certify that, subject to my fiduciary duties as an Independent Director, it is my intention as a so-called "Independent Director" to take into account, to the extent permitted by law, the interest of all creditors of the Company as well as the Company in fulfilling my duties as an Independent Director of the Company. 6. I understand that German American Capital Corporation and its successors, participants, transferees and assigns, will rely on this Certificate in conjunction with loans to be made to the Borrower. Executed as of this ___ day of _______, 200_. ______________________ Print Name: EXHIBIT P FORMS OF PARTIAL RELEASE AND SUBORDINATION TO EASEMENT AFTER RECORDATION ( ) MAIL TO (X) PICKUP BY: Total No. of Pages: __ Chun, Kerr, Dodd, Xxxxxx & Xxxx (DSW) 000 Xxxx Xxxxxx, Xxxxx 000, Xxx., XX 00000 Telephone No. (000) 000-0000 Tax Maps Key Nos. (2) 2-1-008-109 JOINDER AND CONSENT TO ROADWAY ACCESS EASEMENT KNOW ALL MEN BY THESE PRESENTS: That GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, whose address is 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Lender"), the mortgagee under that certain Mortgage and Security Agreement dated , 2003, made by CNL Grand Wailea Resort, LP., a Delaware limited partnership, whose address is 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxx, Xxxx, Xxxxxx 00000, (hereinafter "CNL Grand Wailea") as mortgagor, recorded in the Office of the Assistant Registrar of the Land Court of the State of Hawaii as Document No. and noted on Transfer Certificate of Title No. 523,769, does hereby join in and consent to that certain Roadway Access Easement between CNL Grand Wailea, as grantor, and County of Maui, a municipal corporation of the State of Hawaii, as grantee, recorded as Land Court Document No. ________, provided, however, that this joinder and consent shall not be construed to approve or consent to any further easement, declaration, agreement or encumbrance against the property described therein, without the prior written consent of the undersigned.**

Free Transferability. Except as limited by the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], to the fullest extent permitted by the Act, any [Member][PartnerMember] [Partner] may, at any time or from time to time, without the consent of any other Person, Transfer, pledge or encumber any or all of its Shares. Subject to the restrictions of the [describe Loan Agreement/Mezzanine Loan Agreement restrictions], the Transferee of any Shares shall be admitted to the [Company][PartnershipCompany] [Partnership] as a substitute member of the [Company][PartnershipCompany] [Partnership] on the effective date of such Transfer upon (i) such Transferee's ’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Shares, which shall be evidenced by such Transferee's ’s execution and delivery to the [Company][PartnershipCompany] [Partnership] of an Application for Transfer of Shares on the reverse side of the Share Certificate representing the Shares being transferred, and (ii) the recording of such Transferee's ’s name as a Substitute [Member][PartnerMember] [Partner] on the books and records of the [Company][PartnershipCompany] [Partnership]. Any Transfer of any Shares pursuant to this Section __ shall be effective as of the later of (i) the close of business on the day on which such Transfer occurs, or (ii) the effective date and time of such Transfer that is designated in the Application for Transfer of Shares delivered by the Transferee to the [Company][PartnershipCompany] [Partnership]. EXHIBIT O CERTIFICATE OF INDEPENDENT MANAGER/MEMBER/DIRECTOR THE UNDERSIGNEDPlaintiff(s) Defendant(s) Date of Incident Xxxxx & Vensa Ajic and Xxx & Xxxxxx Xxxxxx CP Hotels (US) 1998 Inc. December 2001 Equal Employment Opportunity Commission (Re: Xxx Xxxxxx) CP Hotels (US) 1998 Inc. FHRUSI May 29, ____________________2003 Xxxxxxx Xxxxxxxxx Fairmont Scottsdale Princess Hotel November 28, hereby certifies as follows: 1. I have been elected to serve as an independent director of [________________], a Delaware corporation (the "Company"). 2. I am aware that under its Articles of Incorporation and By Laws, the Company is required to have at least two so-called "Independent Directors". 3. I hereby certify that I am aware of the definition of and requirement for Independent Directors as set forth in the Articles of Incorporation and By Laws of the Company, including but not limited to, the requirement that when voting on a matter put to the vote of board of directors, that notwithstanding that the Company may be insolvent, an Independent Director shall, to the extent permitted by law, take into account the interest of the creditors of the Company as well as the interest of the Company. As an Independent Director of the Company, I will vote in accordance with my fiduciary duties under applicable law. 4. I hereby certify that I meet the requirements of an Independent Director as set forth in the Articles of Incorporation and the By Laws. 5. I certify that, subject to my fiduciary duties as an Independent Director, it is my intention as a so-called "Independent Director" to take into account, to the extent permitted by law, the interest of all creditors of the Company as well as the Company in fulfilling my duties as an Independent Director of the Company. 6. I understand that German American Capital Corporation and its successors, participants, transferees and assigns, will rely on this Certificate in conjunction with loans to be made to the Borrower. Executed as of this ___ day of _______, 200_. ______________________ Print Name: EXHIBIT P FORMS OF PARTIAL RELEASE AND SUBORDINATION TO EASEMENT AFTER RECORDATION ( ) MAIL TO (X) PICKUP BY: Total No. of Pages: __ Chun, Kerr, Dodd, 2002 Xxxxxx & Xxxxxx Xxxxx FHRI, dba The Fairmont Scottsdale Princess Hotel March 11, 2005 Xxxxx Xxxxx & Xxxx (DSW) 000 Xxxx XxxxxxXxxxx CP Hotels Inc. dba the Fairmont Scottsdale Princess, Xxxxx 000et al. February 20, Xxx., XX 00000 Telephone No. (000) 000-0000 Tax Maps Key Nos. (2) 2-1-008-109 JOINDER AND CONSENT TO ROADWAY ACCESS EASEMENT KNOW ALL MEN BY THESE PRESENTS: That GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, whose address is 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Lender"), the mortgagee under that certain Mortgage and Security Agreement dated , 2003, made by CNL Grand Wailea Resort, LP., a Delaware limited partnership, whose address is 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxx, Xxxx, Xxxxxx 00000, (hereinafter "CNL Grand Wailea") as mortgagor, recorded in the Office of the Assistant Registrar of the Land Court of the State of Hawaii as Document No. and noted on Transfer Certificate of Title No. 523,769, does hereby join in and consent to that certain Roadway Access Easement between CNL Grand Wailea, as grantor, and County of Maui, a municipal corporation of the State of Hawaii, as grantee, recorded as Land Court Document No. ________, provided, however, that this joinder and consent shall not be construed to approve or consent to any further easement, declaration, agreement or encumbrance against the property described therein, without the prior written consent of the undersigned.2004