Common use of Fundamental Changes; Asset Dispositions Clause in Contracts

Fundamental Changes; Asset Dispositions. Neither the Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will, (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary other than a Permitted Other Subsidiary (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary and the Borrower or such other Subsidiary other than a Permitted Other Subsidiary, as the case may be, is the surviving Person or a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations), and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of such Person’s material property except for a Permitted Hotel Sale, dispositions or replacements of personal property in the ordinary course of business, or Hotel Properties which are not Unencumbered Properties; (c) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests of any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate a Permitted Hotel Sale); (d) except for sales of ownership interests not prohibited by this Agreement and the issuance of limited partnership interests in the Borrower in exchange for ownership interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (e) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution or (f) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; in each case provided that the Parent shall be permitted to issue (i) Common Stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this Agreement.

Fundamental Changes; Asset Dispositions. Neither the Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will, (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary other than a Permitted Other Subsidiary (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) Guarantor is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary Guarantor and the Borrower or such other Subsidiary other than a Permitted Other SubsidiaryGuarantor, as the case may be, is the surviving Person or a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations), and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of the such Person’s 's material property except for a Permitted Hotel Sale, dispositions or replacements of personal property in the ordinary course of business, or Hotel Properties which are not Unencumbered Eligible Properties; (c) enter into a lease (other than an Approved Participating Lease) of all or substantially all of any Eligible Property with any Person without the consent of the Administrative Agent; (d) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests of any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate a Permitted Hotel SaleSubsidiary); (de) except for sales of ownership interests not prohibited by permitted under this Agreement and the issuance of limited partnership interests in the Borrower in exchange for ownership interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (ef) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution or (fg) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; in each case provided that the Parent shall be permitted to issue (i) Common Stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this Agreement.

Fundamental Changes; Asset Dispositions. Neither the --------------------------------------- Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will, (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary other than a Permitted Other Subsidiary (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) Guarantor is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary and the Borrower or such other Subsidiary other than a Permitted Other Subsidiary, as the case may be, is the surviving Person or a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations), and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of the such Person’s 's material property except for a Permitted Hotel Sale, dispositions or replacements of personal property in the ordinary course of business, or Hotel Properties which are not Unencumbered Eligible Properties; (c) enter into a lease (other than a Participating Lease) of all or substantially all of any Eligible Property with any Person without the consent of the Agents; (d) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests of any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate a Permitted Hotel SaleSubsidiary); (de) except for sales of ownership interests not prohibited by permitted under this Agreement and the issuance of limited partnership interests in the Borrower in exchange for ownership interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (ef) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution or (fg) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; in each case provided that the Parent shall be permitted to issue (i) Common Stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this Agreement.

Fundamental Changes; Asset Dispositions. Neither the Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will, (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary other than a Permitted Other Subsidiary (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) Guarantor is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary Guarantor and the Borrower or such other Subsidiary other than a Permitted Other SubsidiaryGuarantor, as the case may be, is the surviving Person or a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations), and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of the such Person’s material property except for a Permitted Hotel Sale, dispositions or replacements of personal property in the ordinary course of business, or Hotel Properties which are not Unencumbered Eligible Properties; (c) enter into a lease (other than an Approved Participating Lease) of all or substantially all of any Eligible Property with any Person without the consent of the Administrative Agent; (d) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests of any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate a Permitted Hotel SaleSubsidiary); (de) except for sales of ownership interests not prohibited by permitted under this Agreement and the issuance of limited partnership interests in the Borrower in exchange for ownership interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (ef) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution or (fg) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; in each case provided that the Parent shall be permitted to can issue (i) Common Stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this AgreementAgreement if (i) the offering memorandum for such Capitalization Event reflects that such Capitalization Event is permitted by this Agreement and contains provisions pertaining to the use of proceeds from such Capitalization Event which are acceptable to the Administrative Agent in its reasonable discretion and (ii) thereafter the proceeds from such Capitalization Event are used in accordance with such offering memorandum provisions pertaining to the use of proceeds.

Fundamental Changes; Asset Dispositions. Neither the Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will, (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary other than a Permitted Other Subsidiary (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary and the Borrower or such other Subsidiary other than a Permitted Other Subsidiary, as the case may be, is the surviving Person or a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations), and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of such Person’s material property except for a Permitted Hotel Sale, dispositions or replacements of personal property in the ordinary course of business, or Hotel Properties which are not Unencumbered Properties; (c) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests of Equity Interests in any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate a Permitted Hotel Sale); (d) except for sales of ownership interests Equity Interests not prohibited by this Agreement and the issuance of limited partnership interests partner Equity Interests in the Borrower in exchange for ownership interests Equity Interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (e) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution or (f) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; in each case provided that the Parent shall be permitted to issue (i) Parent Common Stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this Agreement.

Fundamental Changes; Asset Dispositions. Neither the Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will), will (a) merge or consolidate with or into any other Person, unless (i) either (A) a Subsidiary other than a Permitted Other Subsidiary (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) Guarantor is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary and the Borrower or such other Subsidiary other than a Permitted Other Subsidiary, as the case may be, is the surviving Person or Person, (B) a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations)) or (C) a Guarantor other than the Parent is merged into another Person (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) and the surviving Person is or promptly becomes a Guarantor, and (ii) immediately after giving effect to any such proposed transaction transaction, (X) no Default would exist, (Y) on a pro forma basis the financial covenants set forth in Article VII would be satisfied and (Z) to the extent a Person who was not a Subsidiary of the Parent or the Borrower is merged with or into a Guarantor, then the Administrative Agent shall in its reasonable discretion be entitled to determine the Investment Amount applicable to such merger; (b) sell, transfer, or otherwise dispose of all or any of such Person’s material property Property except for a Permitted Hotel SaleAsset Disposition, or dispositions or replacements of personal property in the ordinary course of business, or Hotel Properties which are not Unencumbered Properties; (c) enter into, as lessor, a lease (other than a lease which qualifies as a Permitted Asset Disposition) of all or substantially all of any Owned Hospitality Property with any Person without the consent of the Administrative Agent; (d) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests Ownership Interests of any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate or a sale which qualifies as a Permitted Hotel SaleAsset Disposition); (de) except for sales (i) Capitalization Events for which the consideration is principally cash or cash equivalents and for which the Repayment Amount is applied in accordance with the provisions of ownership interests not prohibited by this Agreement and Section 2.07(c), (ii) the issuance of limited partnership interests in the Borrower in exchange for ownership interests Ownership Interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, and (iii) transactions permitted under the preceding clause (a), materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (ef) enter into any forward sales of the Parent common stock or Ownership Interests in the Borrower; (g) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution dissolution, (h) enter into any leases of Property or management agreements for any Property except (1) Permitted Property Agreements, (2) Permitted Housing Agreements, (3) leases of office space for the use of the Parent’s and the Parent’s Subsidiaries’ employees, and (4) the leases of personal property permitted by this Agreement or (fi) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; Agreement or otherwise engage in each case provided that any material business activity outside of the Parent shall be permitted to issue (i) Common Stock Hospitality Management Business or the ownership and (ii) preferred stock in the Parent which is not deemed Indebtedness under this Agreementoperation of Hospitality Properties.

Fundamental Changes; Asset Dispositions. Neither the Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will, (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary other than a Permitted Other Subsidiary (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) Guarantor is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary Guarantor and the Borrower or such other Subsidiary other than a Permitted Other SubsidiaryGuarantor, as the case may be, is the surviving Person or a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations), and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of the such Person’s 's material property except for a Permitted Hotel Sale, dispositions or replacements of personal property in the ordinary course of business, or Hotel Properties which are not Unencumbered Eligible Properties; (c) enter into a lease (other than an Approved Participating Lease) of all or substantially all of any Eligible Property with any Person without the consent of the Administrative Agent; (d) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests of any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate a Permitted Hotel SaleSubsidiary); (de) except for the Permitted Proposed Transaction, sales of ownership interests not prohibited by permitted under this Agreement Agreement, and the issuance of limited partnership interests in the Borrower in exchange for ownership interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (ef) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution or (fg) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; in each case provided that the Parent shall be permitted to issue (i) Common Stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this Agreement.

Fundamental Changes; Asset Dispositions. Neither the Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will), will (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary other than a Permitted Other Subsidiary (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) Guarantor is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary and the Borrower or such other Subsidiary other than a Permitted Other Subsidiary, as the case may be, is the surviving Person or a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations), and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of such Person’s 's material property Property except for a Permitted Hotel SaleAsset Disposition, or dispositions or replacements of personal property in the ordinary course of business, or Hotel Properties which are not Unencumbered Properties; (c) enter into, as lessor, a lease (other than a lease which qualifies as a Permitted Asset Disposition) of all or substantially all of any Owned Hospitality Property with any Person without the consent of the Administrative Agent; (d) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests Ownership Interests of any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate or a sale which qualifies as a Permitted Hotel SaleAsset Disposition); (de) except for sales (i) Capitalization Events for which the consideration is principally cash or cash equivalents and for which the Net Cash Proceeds are applied in accordance with the provisions of ownership interests not prohibited by this Agreement Section 2.07(c) and (ii) the issuance of limited partnership interests in the Borrower in exchange for ownership interests Ownership Interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (ef) enter into any forward sales of the Parent common stock or Ownership Interests in the Borrower; (g) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided PROVIDED that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution dissolution, (h) enter into any leases of Property or management agreements for any Property except (1) Permitted Property Agreements, (2) Permitted Housing Agreements, (3) leases of office space for the use of the Parent's and the Parent's Subsidiaries' employees, and (4) the leases of personal property permitted by this Agreement or (fi) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; Agreement or otherwise engage in each case provided that any material business activity outside of the Parent shall be permitted to issue (i) Common Stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this AgreementHospitality Management Business.

Fundamental Changes; Asset Dispositions. Neither the Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will, (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary other than a Permitted Other Subsidiary Guarantor (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary Guarantor and the Borrower or such other Subsidiary other than a Permitted Other SubsidiaryGuarantor, as the case may be, is the surviving Person or a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations), and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of such Person’s material property except for a Permitted Hotel Sale, dispositions or replacements of personal property in the ordinary course of business, or Hotel Properties which are not Unencumbered Properties; (c) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests of any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate a Permitted Hotel Sale); (d) except for sales of ownership interests not prohibited by this Agreement and the issuance of limited partnership interests in the Borrower in exchange for ownership interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (e) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution or (f) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; in each case provided that the Parent shall be permitted to issue (i) Common Stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this Agreement.

Fundamental Changes; Asset Dispositions. Neither the --------------------------------------- Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will, (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary other than a Permitted Other Subsidiary (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) Guarantor is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary and the Borrower or such other Subsidiary other than a Permitted Other Subsidiary, as the case may be, is the surviving Person or a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations), and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of such Person’s 's material property except for a Permitted Hotel SaleAsset Disposition, or dispositions or replacements of personal property in the ordinary course of business, or Hotel Properties which are not Unencumbered Properties; (c) enter into, as lessor, a lease (other than a lease which qualifies as a Permitted Asset Disposition) of all or substantially all of any Owned Hospitality Property with any Person without the consent of the Required Lenders; (d) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests Ownership Interests of any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate or a sale which qualifies as a Permitted Hotel SaleAsset Disposition); (de) except for sales (i) Capitalization Events for which the consideration is principally cash or cash equivalents and for which the Net Cash Proceeds are applied in accordance with the provisions of ownership interests not prohibited by this Agreement Section 2.07(c) and (ii) the issuance of limited partnership interests in the Borrower in exchange for ownership interests Ownership Interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.046.03, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (ef) enter into any forward sales of the Parent common stock or Ownership Interests in the Borrower; (g) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided that nothing herein shall prohibit the Borrower from -------- dissolving any Subsidiary which has no assets on the date of dissolution dissolution, (h) enter into any leases of Property or management agreements for any Property except for Permitted Property Agreements, in connection with the Permitted Housing Business, leases of office space for the use of the Parent's and the Parent's Subsidiaries' employees, and the leases of personal property permitted by this Agreement or (fi) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; Agreement or otherwise engage in each case provided that any material business activity outside of the Parent shall be permitted to issue (i) Common Stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this AgreementHospitality Management Business.

Fundamental Changes; Asset Dispositions. Neither the Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will), will (a) merge or consolidate with or into any other Person, unless (i) either (A) a Subsidiary other than a Permitted Other Subsidiary (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) Guarantor is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary and the Borrower or such other Subsidiary other than a Permitted Other Subsidiary, as the case may be, is the surviving Person or Person, (B) a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations)) or (C) a Guarantor other than the Parent is merged into another Person (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) and the surviving Person is or promptly becomes a Guarantor, and (ii) immediately prior to and after giving effect to any such proposed transaction transaction, (X) no Default exists or would exist, (Y) on a pro forma basis the financial covenants set forth in Article VII would be satisfied and (Z) to the extent a Person who was not a Subsidiary of the Parent or the Borrower is merged with or into a Guarantor, then the Administrative Agent shall in its reasonable discretion be entitled to determine the Investment Amount applicable to such merger; (b) sell, transfer, or otherwise dispose of all or any of such Person’s material property Property except for a Permitted Hotel SaleAsset Disposition, or dispositions or replacements of personal property in the ordinary course of business, or Hotel Properties which are not Unencumbered Properties; (c) enter into, as lessor, a lease (other than a lease which qualifies as a Permitted Asset Disposition) of all or substantially all of any Owned Hospitality Property with any Person without the consent of the Administrative Agent; (d) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests Ownership Interests of any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate or a sale which qualifies as a Permitted Hotel SaleAsset Disposition); (de) except for sales (i) Capitalization Events for which the consideration is principally cash or cash equivalents and for which the Repayment Amount is applied in accordance with the provisions of ownership interests not prohibited by this Agreement and Section 2.07(c), (ii) the issuance of limited partnership interests in the Borrower in exchange for ownership interests Ownership Interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, and (iii) transactions permitted under the preceding clause (a), materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (ef) enter into any forward sales of the Parent common stock or Ownership Interests in the Borrower; (g) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution dissolution, (h) enter into any leases of Property or management agreements for any Property except (f1) Permitted Property Agreements, (2) leases of office space for the use of the Parent’s and the Parent’s Subsidiaries’ employees, and (3) the leases of personal property permitted by this Agreement, (i) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; Agreement or otherwise engage in each case provided any material business activity outside of the Hospitality Management Business or the ownership and operation of Hospitality Properties, or (j) join in, acquiesce in, or consent to any change in any public or private restrictive covenant, easement, zoning law or any other public or private restriction, limiting, conditioning, changing, qualifying or defining the uses which may be made of any Property that would have a material adverse effect on the Parent shall be permitted to issue (i) Common Stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this AgreementProperty.

Fundamental Changes; Asset Dispositions. Neither the Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will, (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary other than a Permitted Other Subsidiary Guarantor (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary Guarantor and the Borrower or such other Subsidiary other than a Permitted Other SubsidiaryGuarantor, as the case may be, is the surviving Person or a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations), and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of such Person’s 's material property except for a Permitted Hotel Sale, dispositions or replacements of personal property in the ordinary course of business, or Hotel Properties which are not Unencumbered Properties; (c) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests of any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate a Permitted Hotel Sale); (d) except for sales of ownership interests not prohibited by this Agreement and the issuance of limited partnership interests in the Borrower in exchange for ownership interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (e) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution or (f) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; in each case provided that the Parent shall be permitted to issue (i) Common Stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this Agreement.

Fundamental Changes; Asset Dispositions. Neither the Parent, the Borrower, nor any of their respective its Subsidiaries (other than the Permitted Other Subsidiaries) will, (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary other than a Permitted Other Subsidiary (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) Guarantor is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary and the Borrower or such other Subsidiary other than a Permitted Other Subsidiary, as the case may be, is the surviving Person or a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations), and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of such Person’s material property 's Assets except for a Permitted Hotel SaleAsset Disposition, or dispositions or replacements of personal property in the ordinary course of business, or Hotel Properties which are not Unencumbered Properties; (c) enter into, as lessor, a lease (other than a lease which qualifies as a Permitted Asset Disposition) of all or substantially all of any Owned Hospitality Properties with any Person without the consent of the Agent; (d) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests Ownership Interests of any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate or a sale which qualifies as a Permitted Hotel SaleAsset Disposition); (de) except for sales of ownership interests not prohibited by this Agreement Capitalization Events for which consideration is principally cash or cash equivalents and for which the issuance of limited partnership interests net cash proceeds are applied in the Borrower in exchange for ownership interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to accordance with the provisions of Section 6.042.12, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (ef) enter into any forward sales of Borrower's common stock or Ownership Interests in the Borrower; (g) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution dissolution, (h) enter into any leases of Assets or management agreements for any Assets except for Permitted Property Agreements, or (fi) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; Agreement or otherwise engage in each case provided that any material business activity outside of the Parent shall be permitted to issue (i) Common Stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this AgreementHospitality Management Business.

Fundamental Changes; Asset Dispositions. Neither the Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will, (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary other than a Permitted Other Subsidiary (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) Guarantor is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary and the Borrower or such other Subsidiary other than a Permitted Other Subsidiary, as the case may be, is the surviving Person or a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations), and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of such Person’s material property except for a Permitted Hotel SaleAsset Disposition, a transfer to a Permitted Other Subsidiary to the extent such property acts as collateral for Secured Recourse Indebtedness or Secured Non-Recourse Indebtedness permitted pursuant to the provisions of Section 6.02, or dispositions or replacements of personal property in the ordinary course of business, or Hotel Properties which are not Unencumbered Properties; (c) enter into, as lessor, a lease (other than an Approved Participating Lease) of all or substantially all of any Hotel Property with any Person without the consent of the Administrative Agent; (d) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests Ownership Interests of any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate or a sale which qualifies as a Permitted Hotel SaleAsset Disposition); (de) except for sales (i) Capitalization Events for which the consideration is principally cash or cash equivalents and for which the Net Cash Proceeds are applied in accordance with the provisions of ownership interests not prohibited by this Agreement Section 2.07(c) and (ii) the issuance of limited partnership interests in the Borrower in exchange for ownership interests Ownership Interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (ef) enter into any forward sales of Ownership Interests in the Parent or the Borrower; (g) include any hotel room owned by the Borrower or its Subsidiary in a timeshare program; (h) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution dissolution; (i) management agreements for any Property except for Approved Management Agreements; (j) enter into, as lessee, any leases of Real Property except (i) a TRS entering into an Approved Participating Lease with the Borrower or one of the Borrower’s Subsidiaries, (ii) leases of office space for the use of the Parent’s and the Parent’s Subsidiaries’ employees, and (iii) ground leases for Real Property to the extent (A) the Hotel Property subject to such ground lease is an Investment permitted pursuant to the provisions of Section 6.07 and (B) otherwise permitted by this Agreement; or (fk) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; Agreement or otherwise engage in each case provided that any material business activity outside of the Parent shall be permitted to issue (i) Common Stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this AgreementHospitality/Leisure-Related Business.

Fundamental Changes; Asset Dispositions. Neither the --------------------------------------- Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will, (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary other than a Permitted Other Subsidiary (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) Guarantor is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary and the Borrower or such other Subsidiary other than a Permitted Other Subsidiary, as the case may be, is the surviving Person or a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations), and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of such Person’s 's material property except for a Permitted Hotel SaleAsset Disposition, a transfer to a Permitted Other Subsidiary to the extent such property acts as collateral for Secured Recourse Indebtedness or Secured Non- Recourse Indebtedness permitted pursuant to the provisions of Section 6.02, or dispositions or replacements of personal property in the ordinary course of business, provided that the Borrower and its Subsidiaries shall not sell or Hotel Properties transfer FF&E to OPCO or OPCO's Subsidiaries which are not Unencumbered Propertiesin the aggregate has a fair market value in excess of $5,000,000; (c) enter into, as lessor, a lease (other than an Approved Participating Lease or a lease which qualifies as a Permitted Asset Disposition) of all or substantially all of any Hotel Property with any Person without the consent of the Administrative Agent; (d) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests of any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate or a sale which qualifies as a Permitted Hotel SaleAsset Disposition); (de) except for sales of ownership interests not prohibited by permitted under this Agreement and the issuance of limited partnership interests in the Borrower in exchange for ownership interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (ef) enter into any forward sales of the Parent Common Stock or limited partnership interests in the Borrower; (g) include any hotel room owned by the Borrower, its Subsidiary or its Unconsolidated Entity in a timeshare program except in connection with a Permitted Timeshare Conversion; (h) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution or (fi) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; Agreement or otherwise engage in each case provided that any material business activity outside of the Parent shall be permitted to issue (i) Common Stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this AgreementHospitality/Leisure- Related Business.

Fundamental Changes; Asset Dispositions. Neither the Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will, (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary other than a Permitted Other Subsidiary (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary and the Borrower or such other Subsidiary other than a Permitted Other Subsidiary, as the case may be, is the surviving Person or a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations)Subsidiary, and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of such Person’s material property property, except for a Permitted Hotel Salesale, dispositions disposition or replacements replacement (i) of personal property in the ordinary course of business, or Hotel (ii) (A) of Existing Properties which are not Unencumbered or capital stock, membership interests or limited partnership interests of any Subsidiary or Joint Venture, in each case, as permitted under the Existing Loan Agreement, including without limitation any such sale or disposition to a newly formed Subsidiary or a Joint Venture (any such Existing Properties so sold or disposed of to a newly formed Subsidiary or a Joint Venture being referred to herein as “Existing Carve-Out Properties”) or (B) of Properties as permitted under any Secured Non-Recourse Indebtedness; (c) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests of any Subsidiary Subsidiary, except as permitted under clause (except for a Permitted Other Subsidiary and except to effectuate a Permitted Hotel Sale)b)(ii)(A) above; (d) except for sales of ownership interests not prohibited by this Agreement and the issuance of limited partnership interests in the Borrower in exchange for ownership interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary)Person; (e) liquidate, wind-up wind‑up or dissolve itself (or suffer any liquidation or dissolution) ); provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution or (f) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; in each case provided that the Parent shall be permitted to issue (i) Common Stock common stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this AgreementAgreement and the Borrower is permitted to issue limited partnership interests in accordance with the partnership agreement governing the Borrower.

Fundamental Changes; Asset Dispositions. Neither the Parent, --------------------------------------- the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will, (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary other than a Permitted Other Subsidiary (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) Guarantor is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary Guarantor and the Borrower or such other Subsidiary other than a Permitted Other SubsidiaryGuarantor, as the case may be, is the surviving Person or a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations), and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of the such Person’s 's material property except for a Permitted Hotel Sale, dispositions or replacements of personal property in the ordinary course of business, or Hotel Properties which are not Unencumbered Eligible Properties; (c) enter into a lease (other than an Approved Participating Lease) of all or substantially all of any Eligible Property with any Person without the consent of the Administrative Agent; (d) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests of any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate a Permitted Hotel SaleSubsidiary); (de) except for sales of ownership interests not prohibited by permitted under this Agreement and the issuance of limited partnership interests in the Borrower in exchange for ownership interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (ef) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution or (fg) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; in each case provided that the Parent shall be permitted to issue (i) Common Stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this Agreement.

Fundamental Changes; Asset Dispositions. Neither the Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will, (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary other than a Permitted Other Subsidiary Guarantor (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary Guarantor and the Borrower or such other Subsidiary other than a Permitted Other SubsidiaryGuarantor, as the case may be, is the surviving Person or a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations), and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of the such Person’s material property except for a Permitted Hotel Sale, dispositions or replacements of personal property in the ordinary course of business, or Hotel Properties which are not Unencumbered Properties; (c) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests of any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate a Permitted Hotel Sale); (d) except for sales of ownership interests not prohibited by this Agreement and the issuance of limited partnership interests in the Borrower in exchange for ownership interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (e) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution or (f) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; in each case provided that the Parent shall be permitted to issue (i) Common Stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this Agreement.

Fundamental Changes; Asset Dispositions. Neither the Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will, (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary other than a Permitted Other Subsidiary (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) Guarantor is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary Guarantor and the Borrower or such other Subsidiary other than a Permitted Other SubsidiaryGuarantor, as the case may be, is the surviving Person or a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations), and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of the such Person’s material property except for a Permitted Hotel Sale, dispositions or replacements of personal property in the ordinary course of business, or Hotel Properties which are not Unencumbered Properties; (c) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests of any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate a Permitted Hotel SaleSubsidiary); (d) except for sales of ownership interests not prohibited by permitted under this Agreement and the issuance of limited partnership interests in the Borrower in exchange for ownership interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (e) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution or (f) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; in each case provided that the Parent shall be permitted to can issue (i) Common Stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this AgreementAgreement if (i) the offering memorandum for such Capitalization Event reflects that such Capitalization Event is permitted by this Agreement and contains provisions pertaining to the use of proceeds from such Capitalization Event which are acceptable to the Administrative Agent in its reasonable discretion and (ii) thereafter the proceeds from such Capitalization Event are used in accordance with such offering memorandum provisions pertaining to the use of proceeds.