Common use of LESSOR’S CONSENT Clause in Contracts

LESSOR’S CONSENT. (a) Lessee shall not effect a Transfer, or enter into any contract or commitment to effect a Transfer (unless such contract or commitment is expressly conditioned upon such Transfer complying fully with the requirements of this Lease), without Lessor’s prior written consent, which consent shall not be unreasonably withheld or delayed, provided that (i) no Event of Default or Potential Default shall exist hereunder either on the date Lessee delivers the applicable Transfer Notice (as hereinafter defined) to Lessor or on the effective date of such Transfer, (ii) there would be no change in the Permitted Uses of the Premises following such Transfer, and (iii) such Transfer is to a Person (a “Qualified Transferee”) having both (A) Hotel Investment Experience or who has retained a Person with Hotel Investment Experience to oversee the operation and management of the Hotel, and (B) the financial ability to fully perform the obligations of Lessee under this Lease over the Term (including the payment of all Monetary Obligations); and in determining whether a Person is a Qualified Transferee, Lessor shall be entitled to consider all reasonable criteria including the level of experience of the proposed Transferee in the ownership, management, and operation of Luxury Hotel properties that are similar in character and quality to the Hotel, and the creditworthiness and financial stability of the proposed Transferee in light of the responsibilities involved. For any proposed Transfer that would be made to a Person which is not a Qualified Transferee, Lessor may give or withhold its consent in Lessor’s sole and absolute discretion, and may impose in connection therewith any conditions or requirements as Lessor shall determine are necessary or appropriate to preserve and protect the value of the Premises. Any Transfer made without Lessor’s prior written consent in accordance with the foregoing provisions of this Section 13.1 shall be void at Lessor’s sole option, which may be exercised by Lessor at any time within one (1) year after Lessor obtains Actual Knowledge of the consummation of such Transfer. Notwithstanding the foregoing, and provided that no Event of Default or Potential Default is in existence on the effective date of such Transfer, the consent of Lessor shall not be required for a Transfer (a “Permitted Transfer”) to any Person which (1) has a tangible net worth (determined in accordance with GAAP) which is not less than the tangible net worth of the then current Lessee, and (2) is a national hotel investment or operating company or firm for which, at all times following the Transfer during which such Person is the Lessee hereunder, any one or more of Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, or Xxx Xxxxxxxx (or any successor individuals who have been expressly approved in writing by Lessor for the purposes of this provision) will be senior managers or senior executives with primary responsibility for overseeing the day-to-day operations of such company or firm relating to the Hotel; provided that (a) in the event that at any time within the three (3) year period immediately following such Transfer the requirements of clause (2) above are not satisfied, the failure to satisfy such requirements shall be deemed to constitute a Transfer which shall require Lessor’s approval as provided above in this Section 13.1, and Lessee’s failure to request such approval within ten 10) Business Days following the date on which the requirements of clause (2) above are not satisfied, or the subsequent failure of Lessee to obtain Lessor’s approval of such deemed Transfer described in this clause (a) in accordance with the foregoing provisions of this Section 13.1(a), shall constitute an Event of Default by Lessee hereunder, and (b) the Lessee shall nevertheless, as a condition to the effectiveness of any such Permitted Transfer, provide Lessor with written notice of the proposed Transfer not less than ten (10) Business Days prior to the effective date thereof, accompanied by reasonably detailed information demonstrating compliance with the foregoing requirements. (b) Notwithstanding the provisions of Section 13.1(a) above, Lessee shall have the right from time to time to: (i) enter into, or permit the Operator or any Food and Beverage Operator to enter into, minor subleases or concessions of space within the Improvements (as used herein, a “minor sublease or concession” shall mean a sublease or concession arrangement with a retail merchant or other service provider which is compatible with a Luxury Hotel, is of reasonable size in relation to the areas of the Hotel suitable for such retail or other service uses, and (unless approved by Lessor in its reasonable discretion upon request from Lessee, which request shall include evidence reasonably satisfactory to Lessor that (A) such minor sublease or concession will not reduce the total keyed guest rooms and suites at the Hotel to less than ninety-five percent (95%) of the total keyed guest rooms and suites at the Hotel on the Term Commencement Date, and (B) the net operating revenues of the Hotel will not be decreased by reason of such minor sublease or concession) does not reduce the size or number of keyed guest rooms and suites in the Hotel); (ii) engage, or permit the Operator to engage, a qualified parking operator to be responsible for all garage and valet parking of vehicles at the Hotel for guests and other customers, which engagement may be in the form of a parking agreement or a garage sublease, in either instance on customary terms and conditions for a Luxury Hotel; (iii) subject to the provisions of Section 9 hereof, enter into, or permit the Operator to enter into, one or more food and beverage operating agreements or leases for the operation of the food and beverage services at the Hotel, on customary terms and conditions for a Luxury Hotel, provided that the same shall comply with the provisions of Section 14.2(h); and (iv) enter into, or permit the Operator to enter into, any other ordinary and customary agreements reasonably required for the proper and efficient operation of the Hotel as a Luxury Hotel which do not involve the creation of any subleasehold estate or other interest in the Premises on the part of the contracting party. None of the foregoing subleases, concession agreements, parking agreements or garage leases, food or beverage operating agreements or leases, or other ordinary and customary agreements (collectively, an “Operating Contract”), shall be considered to constitute a “Transfer” within the meaning of this Lease; provided that (A) Lessee shall deliver to Lessor within thirty (30) days after the Term Commencement Date a true and complete list of all Operating Contracts for the Hotel, and shall update such list from time to time upon Lessor’s reasonable request, but in any event not less frequently than once each Operating Year, and further, at Lessor’s request from time to time, Lessee shall deliver to Lessor a true and complete copy of each such Operating Contract then in existence, and (B) except as otherwise expressly provided in this Lease or as Lessor may hereafter agree otherwise in writing, each Operating Contract shall be subject and subordinate to the right, title and interest of Lessor under this Lease and no Operating Contract shall survive the expiration or any earlier termination of this Lease or otherwise be binding on Lessor in any respect.

LESSOR’S CONSENT. (a) Neither Lessee, nor Lessee’s legal representatives, successors or assigns, shall assign, mortgage or encumber this Lease, or sublet, or use or occupy or permit the Premises or any part thereof to be used or occupied by others, without the prior consent of Lessor and the payment shall be voidable at the option of Lessor and, at the further option of Lessor, shall terminate this Lease subject to the provisions of Paragraph 13 “Defaults; Remedies”. If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by any party other than Lessee, Lessor may, after default by Lessee, collect rent from the assignee, subtenant of occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant or the acceptance of the assignee or the subtenant form obtaining the express consent of Lessor to any further assignment or subletting or to release lessee from any liability, whether past, present or future, under this Lease or to release Lessee from any liability under this Lease because of Lessor’s failure to give notice of default under or in respect of any of the terms, covenants, conditions, provisions or agreements of this lease. Notwithstanding the consent of Lessor to such assignment or subletting, Lessee shall not effect a Transfer, remain liable for the payment of all bills rendered by Lessor for the charges incurred by the assignee or enter into any contract or commitment subtenant for services and materials supplied to effect a Transfer (unless such contract or commitment is expressly conditioned upon such Transfer complying fully with the requirements Premises. A transfer of control of Lessee shall be deemed an assignment under this Lease and shall be subject to all provisions of this Lease)Article, without including but not limited to the requirement of obtaining Lessor’s prior written consent, unless Lessee at the time of the proposed transfer is then a publicly held corporation freely traded on a major stock exchange. Notwithstanding any contrary provisions of the immediately preceding provisions of this Paragraph 12.1, but subject to the provisions of Subparagraph 12.2(b), Lessee may assign this Lease or sublet the Premises or any portion thereof upon the following express conditions: (1) that the proposed assignee or subtenant shall be subject to the prior consent of Lessor, which consent shall will not be unreasonably withheld or delayed, provided that (i) no Event of Default or Potential Default shall exist hereunder either on the date Lessee delivers the applicable Transfer Notice (as hereinafter defined) to Lessor or on the effective date of such Transfer, (ii) there would be no change in the Permitted Uses of the Premises following such Transfer, and (iii) such Transfer is to a Person (a “Qualified Transferee”) having both (A) Hotel Investment Experience or who has retained a Person with Hotel Investment Experience to oversee the operation and management of the Hotel, and (B) the financial ability to fully perform the obligations of Lessee under this Lease over the Term (including the payment of all Monetary Obligations); and in determining whether a Person is a Qualified Transferee, Lessor shall be entitled to consider all reasonable criteria including the level of experience of the proposed Transferee in the ownership, management, and operation of Luxury Hotel properties that are similar in character and quality to the Hotel, and the creditworthiness and financial stability of the proposed Transferee in light of the responsibilities involved. For any proposed Transfer that would be made to a Person which is not a Qualified Transferee, Lessor may give or withhold its consent in Lessor’s sole and absolute discretion, and may impose in connection therewith any conditions or requirements as Lessor shall determine are necessary or appropriate to preserve and protect the value of the Premises. Any Transfer made without Lessor’s prior written consent in accordance with the foregoing provisions of this Section 13.1 shall be void at Lessor’s sole option, which may be exercised by Lessor at any time within one (1) year after Lessor obtains Actual Knowledge of the consummation of such Transfer. Notwithstanding the foregoing, and provided that no Event of Default or Potential Default is in existence on the effective date of such Transfer, the consent of Lessor shall not be required for a Transfer (a “Permitted Transfer”) to any Person which (1) has a tangible net worth (determined in accordance with GAAP) which is not less than the tangible net worth of the then current Lessee, and (2) is a national hotel investment or operating company or firm for which, at all times following the Transfer during which such Person is the Lessee hereunder, any one or delayed more of Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, or Xxx Xxxxxxxx (or any successor individuals who have been expressly approved in writing by Lessor for the purposes of this provision) will be senior managers or senior executives with primary responsibility for overseeing the day-to-day operations of such company or firm relating to the Hotel; provided that (a) in the event that at any time within the three (3) year period immediately following such Transfer the requirements of clause (2) above are not satisfied, the failure to satisfy such requirements shall be deemed to constitute a Transfer which shall require Lessor’s approval as provided above in this Section 13.1, and Lessee’s failure to request such approval within ten 10) Business Days following the date on which the requirements of clause (2) above are not satisfied, or the subsequent failure of Lessee to obtain Lessor’s approval of such deemed Transfer described in this clause (a) in accordance with the foregoing provisions of this Section 13.1(a), shall constitute an Event of Default by Lessee hereunder, and (b) the Lessee shall nevertheless, as a condition to the effectiveness of any such Permitted Transfer, provide Lessor with written notice of the proposed Transfer not less than ten (10) Business Days prior business days after Lessor’s receipt of all information required from Lessee but, without limiting the generality of the foregoing, it shall be reasonable for Lessor to deny such consent if: (a) the effective date thereofuse to be made of the Premises by the proposed assignee or subtenant is a use which would be prohibited by any other portion of this Lease (including but not limited to any Rules and Regulations then in effect) or a use which would impose any additional burden upon Lessor in the operation of the Building; however, accompanied by reasonably detailed information demonstrating compliance with the foregoing requirements.Lessor shall not unreasonably withhold its consent to a use differing from those set forth in Paragraph 6.1 of this Lease; or (b) Notwithstanding the provisions of Section 13.1(a) abovecharacter, Lessee shall have the right from time to time to: (i) enter intomoral stability, or permit the Operator or any Food reputation and Beverage Operator to enter into, minor subleases or concessions of space within the Improvements (as used herein, a “minor sublease or concession” shall mean a sublease or concession arrangement with a retail merchant or other service provider which is compatible with a Luxury Hotel, is of reasonable size in relation to the areas financial responsibility of the Hotel suitable for such retail proposed assignee or other service uses, and (unless approved by Lessor in its reasonable discretion upon request from Lessee, which request shall include evidence subtenant are not reasonably satisfactory to Lessor or in any event not at least equal to those which were possessed by Lessee as a date of execution of this Lease; (2) that Lessee shall reimburse Lessor for all reasonable costs incurred by Lessor in connection with such assignment or subletting including without limitation all attorneys’ fees applicable thereto; (A3) such minor sublease that the proposed assignee or concession will not reduce the total keyed guest rooms subtenant shall execute an agreement pursuant to which it shall agree to perform faithfully and suites at the Hotel to less than ninety-five percent (95%) be bound by all of the total keyed guest rooms terms, covenants, conditions, provisions and suites at the Hotel on the Term Commencement Date, agreements of this Lease; (4) that an executed duplicate original of said assignment and (B) the net operating revenues of the Hotel will not be decreased by reason of such minor sublease or concession) does not reduce the size or number of keyed guest rooms and suites in the Hotel); (ii) engage, or permit the Operator to engage, a qualified parking operator to be responsible for all garage and valet parking of vehicles at the Hotel for guests and other customers, which engagement may be in the form of a parking agreement or a garage sublease, in either instance on customary terms and conditions for a Luxury Hotel; (iii) subject to as the provisions of Section 9 hereof, enter into, or permit the Operator to enter into, one or more food and beverage operating agreements or leases for the operation of the food and beverage services at the Hotelcase may be, on customary terms and conditions for a Luxury Hotel, provided that the same shall comply with the provisions of Section 14.2(h); and (iv) enter into, or permit the Operator to enter into, any other ordinary and customary agreements reasonably required for the proper and efficient operation of the Hotel as a Luxury Hotel which do not involve the creation of any subleasehold estate or other interest in the Premises on the part of the contracting party. None of the foregoing subleases, concession agreements, parking agreements or garage leases, food or beverage operating agreements or leases, or other ordinary and customary agreements (collectively, an “Operating Contract”)Lessor’s then standard form, shall be considered to constitute a “Transfer” within the meaning of this Lease; provided that (A) Lessee shall deliver delivered to Lessor within thirty five (305) days after the Term Commencement Date a true and complete list of all Operating Contracts for the Hotelexecution thereof, and that such assignment or subletting shall update not be binding upon Lessor until the delivery thereof to Lessor; and (5) that Lessee shall pay to Lessor, as additional rent, one-half (1/2) of any consideration given to Lessee by the proposed assignee or subtenant for or in connection with such list from time assignment or subletting. Lessor and Lessee have each given full consideration to time upon Lessor’s reasonable requestthe possibility that the rental value of the Premises may appreciate during the term of the Lease. In such regard, Lessor and Lessee have expressly allocated the possibility of such rental value increase as part of their negotiations of this Lease. Lessor and Lessee freely negotiated all of the terms and conditions of this Lease, including but not limited to, the possibility that this Lease may be terminated by Lessor pursuant to this Paragraph 12. Lessor and Lessee expressly thus agree that any such rental increase value is not an element of value or property right granted to Lessee, and that Lessor retains all rights thereto, including, but in any event not less frequently than once each Operating Yearlimited to, the termination and further, at Lessor’s request from time to time, Lessee shall deliver to Lessor a true allocation rights herein and complete copy of each such Operating Contract then in existence, and (B) except as otherwise expressly provided in this Lease or as Lessor may hereafter agree otherwise in writing, each Operating Contract shall be subject and subordinate to the right, title and interest of Lessor under this Lease and no Operating Contract shall survive the expiration or any earlier termination of this Lease or otherwise be binding on Lessor in any respectset forth.

LESSOR’S CONSENT. (a) Lessee shall not effect a Transfer, or enter into any contract or commitment to effect a Transfer (unless such contract or commitment is expressly conditioned upon such Transfer complying fully with the requirements of this Lease), without Lessor’s 's prior written consent, which consent shall not be unreasonably withheld or delayedwithheld, provided that (i) no Event of Default (or Potential Default shall exist event which with the giving of notice or the passage of time, or both, would constitute an Event of Default) is occurring hereunder either on the date Lessee delivers the applicable Transfer Notice (as hereinafter defined) to Lessor or on the effective date of such Transfer, and (ii) there would be no change in the Permitted Uses of the Premises following such Transfer, and (iii) such Transfer is to a Person (a “Qualified Transferee”) having both (A) Hotel Investment Experience or who has retained a Person with Hotel Investment Experience to oversee . Without otherwise limiting the operation and management of the Hotel, and (B) the financial ability to fully perform the obligations of Lessee under this Lease over the Term (including the payment of all Monetary Obligations); and in determining whether a Person is a Qualified Transfereecriteria upon which Lessor may withhold its consent, Lessor shall be entitled to consider all reasonable criteria including including, without limitation, the level of experience of the proposed Transferee in the ownership, development, management, and operation of Luxury Hotel properties that are projects similar in character and quality to the HotelProject, and the creditworthiness and financial stability of the proposed Transferee in light of the responsibilities involved. For any proposed Transfer that would be made to a Person which is not a Qualified Transferee, Lessor may give or withhold its consent in Lessor’s sole and absolute discretion, and may impose in connection therewith any conditions or requirements as Lessor shall determine are necessary or appropriate to preserve and protect the value of the Premises. Any Transfer made without Lessor’s 's prior written consent in accordance with the foregoing provisions of this Section 13.1 shall be void at Lessor’s 's sole option, which may be exercised by Lessor at any time within one (1) year after Lessor obtains Actual Knowledge of the consummation of such Transfer. Notwithstanding the foregoing, and provided that no Event of Default or Potential Default is in existence on the effective date of such Transfer, the consent of Lessor shall not be required for a Transfer (a “Permitted Transfer”) to any Person which (1) has a tangible net worth (determined in accordance with GAAP) which is not less than the tangible net worth of the then current Lessee, and (2) is a national hotel investment or operating company or firm for which, at all times following the Transfer during which such Person is the Lessee hereunder, any one or more of Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, or Xxx Xxxxxxxx (or any successor individuals who have been expressly approved in writing by Lessor for the purposes of this provision) will be senior managers or senior executives with primary responsibility for overseeing the day-to-day operations of such company or firm relating to the Hotel; provided that (a) in the event that at any time within the three (3) year period immediately following such Transfer the requirements of clause (2) above are not satisfied, the failure to satisfy such requirements shall be deemed to constitute a Transfer which shall require Lessor’s approval as provided above in this Section 13.1, and Lessee’s failure to request such approval within ten 10) Business Days following the date on which the requirements of clause (2) above are not satisfied, or the subsequent failure of Lessee to obtain Lessor’s approval of such deemed Transfer described in this clause (a) in accordance with the foregoing provisions of this Section 13.1(a), shall constitute an Event of Default by Lessee hereunder, and (b) the Lessee shall nevertheless, as a condition to the effectiveness of any such Permitted Transfer, provide Lessor with written notice of the proposed Transfer not less than ten (10) Business Days prior to the effective date thereof, accompanied by reasonably detailed information demonstrating compliance with the foregoing requirements. (b) Notwithstanding the provisions terms of Section 13.1(a) above, Lessee shall have the right from time to time to: (i) enter into, or permit the Operator or any Food and Beverage Operator to enter into, into minor subleases or concessions of space within Buildings, and (ii) Transfer its entire right, title and interest in and to this Lease to a Lessee Party, in either case, upon not less than thirty (30) days' prior written notice to, but without the Improvements (as consent of, Lessor. As used herein, a “minor sublease or concession” shall mean a sublease or concession arrangement with a retail merchant "Lessee Party" means (i) any partnership, corporation, limited liability company or other service provider which is compatible with a Luxury Hotelentity that controls, is of reasonable size in relation to the areas of the Hotel suitable for such retail controlled by or other service usesis under common control with, Lessee, and (unless approved ii) any entity that acquires (whether by Lessor in its reasonable discretion upon request from merger, asset acquisition or other reorganization) all or substantially all of the business and assets of Lessee, which request shall include evidence reasonably satisfactory to Lessor that ; and "control" means (A) such minor sublease or concession will not reduce the total keyed guest rooms and suites at the Hotel to less than ninetydirect ownership of fifty-five one percent (9551%) or EXHIBIT 10.27 *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. more of the total keyed guest rooms and suites at the Hotel on the Term Commencement Datepartnership interests, voting stock, limited liability company membership interests or other beneficial interests of such entity, and (B) the net operating revenues of actual power to control the Hotel will not be decreased by reason management policies of such minor sublease or concession) does not reduce the size or number of keyed guest rooms and suites in the Hotel); (ii) engage, or permit the Operator to engage, a qualified parking operator to be responsible for all garage and valet parking of vehicles at the Hotel for guests and other customers, which engagement may be in the form of a parking agreement or a garage sublease, in either instance on customary terms and conditions for a Luxury Hotel; (iii) subject to the provisions of Section 9 hereof, enter into, or permit the Operator to enter into, one or more food and beverage operating agreements or leases for the operation of the food and beverage services at the Hotel, on customary terms and conditions for a Luxury Hotel, provided that the same shall comply with the provisions of Section 14.2(h); and (iv) enter into, or permit the Operator to enter into, any other ordinary and customary agreements reasonably required for the proper and efficient operation of the Hotel as a Luxury Hotel which do not involve the creation of any subleasehold estate or other interest in the Premises on the part of the contracting party. None of the foregoing subleases, concession agreements, parking agreements or garage leases, food or beverage operating agreements or leases, or other ordinary and customary agreements (collectively, an “Operating Contract”), shall be considered to constitute a “Transfer” within the meaning of this Lease; provided that (A) Lessee shall deliver to Lessor within thirty (30) days after the Term Commencement Date a true and complete list of all Operating Contracts for the Hotel, and shall update such list from time to time upon Lessor’s reasonable request, but in any event not less frequently than once each Operating Year, and further, at Lessor’s request from time to time, Lessee shall deliver to Lessor a true and complete copy of each such Operating Contract then in existence, and (B) except as otherwise expressly provided in this Lease or as Lessor may hereafter agree otherwise in writing, each Operating Contract shall be subject and subordinate to the right, title and interest of Lessor under this Lease and no Operating Contract shall survive the expiration or any earlier termination of this Lease or otherwise be binding on Lessor in any respectentity.

LESSOR’S CONSENT. (a) Lessee shall not effect a Transfer, or enter into any contract or commitment to effect a Transfer (unless such contract or commitment Lessor and Sublessee agree that the successful commercial profitability of the Marina Building is expressly conditioned upon such Transfer complying fully with the requirements of this Lease), without Lessor’s prior written consent, which consent shall not be unreasonably withheld or delayed, provided that (i) no Event of Default or Potential Default shall exist hereunder either based on the date Lessee delivers the applicable Transfer Notice (as hereinafter defined) to appropriate mix of retail and non-retail activity and that Lessor or on the effective date of such Transfer, (ii) there would be no change in the Permitted Uses of has leased the Premises following such Transferto Sublessee because, and (iii) such Transfer is to a Person (a “Qualified Transferee”) having both (A) Hotel Investment Experience or who has retained a Person with Hotel Investment Experience to oversee the operation and management of the Hotel, and (B) the financial ability to fully perform the obligations of Lessee under this Lease over the Term (including the payment of all Monetary Obligations); and in determining whether a Person is a Qualified Transferee, Lessor shall be entitled to consider all reasonable criteria including the level of experience of the proposed Transferee in the ownership, management, and operation of Luxury Hotel properties that are similar in character and quality to the Hotel, and the creditworthiness and financial stability of the proposed Transferee in light of the responsibilities involved. For any proposed Transfer that would be made to a Person which is not a Qualified Transferee, Lessor may give or withhold its consent in Lessor’s sole opinion, Sublessee’s physical presence and absolute discretioncommercial activity during the Term of this Lease will significantly contribute to the profitability, viability and may impose in connection therewith any conditions or requirements as Lessor shall determine are necessary or appropriate to preserve and protect the value success of the PremisesMarina Building. Any Transfer made without Lessor’s prior written consent in accordance with the foregoing provisions In recognition of this Section 13.1 shall be void at Lessor’s sole option, which may be exercised by Lessor at any time within one (1) year after Lessor obtains Actual Knowledge of the consummation of such Transfer. Notwithstanding the foregoing, and provided that no Event of Default or Potential Default is in existence on the effective date of such Transfer, the consent of Lessor shall not be required for a Transfer (a “Permitted Transfer”) to any Person which (1) has a tangible net worth (determined in accordance with GAAP) which is not less than the tangible net worth of the then current Lessee, and (2) is a national hotel investment or operating company or firm for which, at all times following the Transfer during which such Person is the Lessee hereunder, any one or more of Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, or Xxx Xxxxxxxx (or any successor individuals who have been expressly approved in writing by Lessor for the purposes of this provision) will be senior managers or senior executives with primary responsibility for overseeing the day-to-day operations of such company or firm relating to the Hotel; provided that (a) in the event that at any time within the three (3) year period immediately following such Transfer the requirements of clause (2) above are not satisfied, the failure to satisfy such requirements shall be deemed to constitute a Transfer which shall require Lessor’s approval as provided above in this Section 13.1, and Lessee’s failure to request such approval within ten 10) Business Days following the date on which the requirements of clause (2) above are not satisfied, or the subsequent failure of Lessee to obtain Lessor’s approval of such deemed Transfer described in this clause (a) in accordance with the foregoing provisions of this Section 13.1(a), shall constitute an Event of Default by Lessee hereunder, and (b) the Lessee shall nevertheless, as a condition to the effectiveness of any such Permitted Transfer, provide Lessor with written notice of the proposed Transfer not less than ten (10) Business Days prior to the effective date thereof, accompanied by reasonably detailed information demonstrating compliance with the foregoing requirements. (b) Notwithstanding the provisions of Section 13.1(a) above, Lessee shall have the right from time to time to: (i) enter into, or permit the Operator or any Food and Beverage Operator to enter into, minor subleases or concessions of space within the Improvements (as used herein, a “minor sublease or concession” shall mean a sublease or concession arrangement with a retail merchant or other service provider which is compatible with a Luxury Hotel, is of reasonable size in relation to the areas of the Hotel suitable for such retail or other service uses, and (unless approved by Lessor in its reasonable discretion upon request from Lessee, which request shall include evidence reasonably satisfactory to Lessor that (A) such minor sublease or concession will not reduce the total keyed guest rooms and suites at the Hotel to less than ninety-five percent (95%) of the total keyed guest rooms and suites at the Hotel on the Term Commencement Date, and (B) the net operating revenues of the Hotel will not be decreased by reason of such minor sublease or concession) does not reduce the size or number of keyed guest rooms and suites in the Hotel); (ii) engage, or permit the Operator to engage, a qualified parking operator to be responsible for all garage and valet parking of vehicles at the Hotel for guests and other customers, which engagement may be in the form of a parking agreement or a garage sublease, in either instance on customary terms and conditions for a Luxury Hotel; (iii) subject to the provisions of Section 9 hereofthis Article XI, enter into, Sublessee shall not assign this Lease or permit the Operator to enter into, one sublet all or more food and beverage operating agreements or leases for the operation any portion of the food and beverage services at Premises without the Hotelprior written consent of Lessor provided the requirements of this Article XI are satisfied in full. If consent to any assignment or subletting is given by Lessor, on customary terms and conditions for such consent shall not relieve Sublessee or any guarantor of this Lease from any obligation or liability under this Lease, nor shall such consent constitute a Luxury Hotel, provided that the same shall comply with waiver of the provisions of Section 14.2(h); this Article XI with respect to any future assignment or subletting. Lessor can withhold consent to the Sublessee’s proposed assignment or subletting for any reason. Lessor and Sublessee agree, by way of example and without limitation, that it shall be reasonable for Lessor to withhold its consent if any of the following situations exist or may exist: (iva) enter intoThe contemplated use of the Premises conflicts with the permitted use as set forth in Article V; (b) In Lessor’s reasonable business judgment, the proposed assignee or permit sub- sublessee lacks sufficient business reputation or experience to operate a successful business of the Operator to enter intotype and quality permitted and required under this Lease; (c) In Lessor’s reasonable business judgment, the present net worth of the proposed assignee or sub-sublessee is inadequate; (d) The proposed assignment or subletting would breach any covenant of Lessor in any other ordinary and customary agreements reasonably required for the proper and efficient operation of the Hotel as a Luxury Hotel which do not involve the creation of any subleasehold estate or other interest in the Premises on the part of the contracting party. None of the foregoing subleases, concession agreements, parking agreements or garage leases, food or beverage operating agreements or leaseslease financing agreement, or other ordinary and customary agreements agreement relating to the Marina Building, including, without limitation, covenants respecting radius, location, use and/or exclusivity; and/or (collectively, an “Operating Contract”), shall be considered e) The assignee or sub- sublessee requires any change or changes to constitute a “Transfer” within the meaning provisions of this Lease; provided that (A) Lessee shall deliver to Lessor within thirty (30) days after the Term Commencement Date a true and complete list of all Operating Contracts for the Hotel, and shall update such list from time to time upon Lessor’s reasonable request, but in any event not less frequently than once each Operating Year, and further, at Lessor’s request from time to time, Lessee shall deliver to Lessor a true and complete copy of each such Operating Contract then in existence, and (B) except as otherwise expressly provided in this Lease or as Lessor may hereafter agree otherwise in writing, each Operating Contract shall be subject and subordinate to the right, title and interest of Lessor under this Lease and no Operating Contract shall survive the expiration or any earlier termination of this Lease or otherwise be binding on Lessor in any respect.

LESSOR’S CONSENT. (a) Lessee Lessor shall not effect unreasonably withhold its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. The parties hereby agree that it shall be reasonable under this Lease and under any applicable Laws for Lessor to withhold consent to any proposed Transfer where one or more of the following apply: (i) The Transferee is of a Transfercharacter or reputation or engaged in a business which is not consistent with the quality of the Building; (ii) The Transferee intends to use the Subject Space for other than the Permitted Use or for purposes which are not permitted hereunder; (iii) The Transferee is either a governmental agency or instrumentality thereof; (iv) The Transfer will result in more than a reasonable and safe or legal number of occupants per within the Subject Space; (v) The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the Lease on the date consent is requested; (vi) The proposed Transfer would cause Lessor to be in violation of another lease or agreement to which Lessor is a party, or enter into would give an occupant of the Project a right to cancel its lease; (vii) The terms of the proposed Transfer attempts to allow the Transferee to exercise any contract right of renewal, right of expansion, right of first offer, or commitment any other similar right held by Lessee (or will allow the Transferee to effect a occupy space leased by Lessee pursuant to any such right); (viii) Either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (i) occupies space in the Building at the time of the request for consent, (ii) is negotiating with Lessor to lease space in the Building at such time, or (iii) has negotiated with Lessor during the twelve (12) month period immediately preceding the Transfer Notice. If Lessor consents to any Transfer pursuant to the terms of this Article 13.2 (unless such contract or commitment is expressly conditioned upon such Transfer complying fully with the requirements and does not exercise any recapture rights Lessor may have under Article 13.3 of this Lease), without Lessee may within six (6) months after Lessor’s prior written consent, which consent shall but not be unreasonably withheld later than the expiration of said six-month period, enter into such Transfer of the Premises or delayedportion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Lessee to Lessor pursuant to Article 13.1 of this Lease, provided that if there are any changes in the terms and conditions for those specified in the Transfer Notice such that (i) no Event of Default Lessor would initially have been entitled to refuse its consent to such Transfer under this Article 13.2, or Potential Default shall exist hereunder either on the date Lessee delivers the applicable Transfer Notice (as hereinafter defined) to Lessor or on the effective date of such Transfer, (ii) there which would be no change in the Permitted Uses of the Premises following such Transfer, and (iii) such Transfer is to a Person (a “Qualified Transferee”) having both (A) Hotel Investment Experience or who has retained a Person with Hotel Investment Experience to oversee the operation and management of the Hotel, and (B) the financial ability to fully perform the obligations of Lessee under this Lease over the Term (including the payment of all Monetary Obligations); and in determining whether a Person is a Qualified Transferee, Lessor shall be entitled to consider all reasonable criteria including the level of experience of the proposed Transferee in the ownership, management, and operation of Luxury Hotel properties that are similar in character and quality to the Hotel, and the creditworthiness and financial stability of the proposed Transferee in light of the responsibilities involved. For any proposed Transfer that would be made to a Person which is not a Qualified Transferee, Lessor may give or withhold its consent in Lessor’s sole and absolute discretion, and may impose in connection therewith any conditions or requirements as Lessor shall determine are necessary or appropriate to preserve and protect the value of the Premises. Any Transfer made without Lessor’s prior written consent in accordance with the foregoing provisions of this Section 13.1 shall be void at Lessor’s sole option, which may be exercised by Lessor at any time within one (1) year after Lessor obtains Actual Knowledge of the consummation of such Transfer. Notwithstanding the foregoing, and provided that no Event of Default or Potential Default is in existence on the effective date of such Transfer, the consent of Lessor shall not be required for a Transfer (a “Permitted Transfer”) to any Person which (1) has a tangible net worth (determined in accordance with GAAP) which is not less than the tangible net worth of the then current Lessee, and (2) is a national hotel investment or operating company or firm for which, at all times following the Transfer during which such Person is the Lessee hereunder, any one or more of Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, or Xxx Xxxxxxxx (or any successor individuals who have been expressly approved in writing by Lessor for the purposes of this provision) will be senior managers or senior executives with primary responsibility for overseeing the day-to-day operations of such company or firm relating to the Hotel; provided that (a) in the event that at any time within the three (3) year period immediately following such Transfer the requirements of clause (2) above are not satisfied, the failure to satisfy such requirements shall be deemed to constitute a Transfer which shall require Lessor’s approval as provided above in this Section 13.1, and Lessee’s failure to request such approval within ten 10) Business Days following the date on which the requirements of clause (2) above are not satisfied, or the subsequent failure of Lessee to obtain Lessor’s approval of such deemed Transfer described in this clause (a) in accordance with the foregoing provisions of this Section 13.1(a), shall constitute an Event of Default by Lessee hereunder, and (b) the Lessee shall nevertheless, as a condition to the effectiveness of any such Permitted Transfer, provide Lessor with written notice of cause the proposed Transfer not less than ten (10) Business Days prior to be more favorable to the effective date thereof, accompanied by reasonably detailed information demonstrating compliance with Transferee than the foregoing requirements. (b) Notwithstanding the provisions of Section 13.1(a) aboveterms set forth in Lessee’s original Transfer Notice, Lessee shall have again submit the right from time to time to: (i) enter into, or permit the Operator or any Food and Beverage Operator to enter into, minor subleases or concessions of space within the Improvements (as used herein, a “minor sublease or concession” shall mean a sublease or concession arrangement with a retail merchant or other service provider which is compatible with a Luxury Hotel, is of reasonable size in relation to the areas of the Hotel suitable for such retail or other service uses, and (unless approved by Lessor in its reasonable discretion upon request from Lessee, which request shall include evidence reasonably satisfactory Transfer to Lessor that (A) such minor sublease or concession will not reduce the total keyed guest rooms and suites at the Hotel to less than ninety-five percent (95%) of the total keyed guest rooms and suites at the Hotel on the Term Commencement Date, and (B) the net operating revenues of the Hotel will not be decreased by reason of such minor sublease or concession) does not reduce the size or number of keyed guest rooms and suites in the Hotel); (ii) engage, or permit the Operator to engage, a qualified parking operator to be responsible for all garage and valet parking of vehicles at the Hotel for guests its approval and other customers, which engagement may be in the form action under this Article 13 (including Lessor’s right of a parking agreement or a garage sublease, in either instance on customary terms and conditions for a Luxury Hotel; (iii) subject to the provisions of Section 9 hereof, enter into, or permit the Operator to enter into, one or more food and beverage operating agreements or leases for the operation of the food and beverage services at the Hotel, on customary terms and conditions for a Luxury Hotel, provided that the same shall comply with the provisions of Section 14.2(h); and (iv) enter into, or permit the Operator to enter into, any other ordinary and customary agreements reasonably required for the proper and efficient operation of the Hotel as a Luxury Hotel which do not involve the creation of any subleasehold estate or other interest in the Premises on the part of the contracting party. None of the foregoing subleases, concession agreements, parking agreements or garage leases, food or beverage operating agreements or leases, or other ordinary and customary agreements (collectively, an “Operating Contract”), shall be considered to constitute a “Transfer” within the meaning recapture under Article 13.3 of this Lease; provided that (A) Lessee shall deliver to Lessor within thirty (30) days after the Term Commencement Date a true and complete list of all Operating Contracts for the Hotel, and shall update such list from time to time upon Lessor’s reasonable request, but in any event not less frequently than once each Operating Year, and further, at Lessor’s request from time to time, Lessee shall deliver to Lessor a true and complete copy of each such Operating Contract then in existence, and (B) except as otherwise expressly provided in this Lease or as Lessor may hereafter agree otherwise in writing, each Operating Contract shall be subject and subordinate to the right, title and interest of Lessor under this Lease and no Operating Contract shall survive the expiration or any earlier termination of this Lease or otherwise be binding on Lessor in any respect).

LESSOR’S CONSENT. (a) Neither Lessee, nor Lessee's legal representatives, successors or assigns, shall assign, mortgage or encumber this Lease, or sublet, or use or occupy or permit the Premises or any part thereof to be used or occupied by others, without the prior consent of Lessor and the payment of any applicable processing fee in each instance, and any such assignment, mortgage, encumbrance, sublease or permission without such consent and payment shall be voidable at the option of Lessor and, at the further option of Lessor, shall terminate this Lease subject to the provisions of Paragraph 13 "Defaults; Remedies". If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by any party other than Lessee, Lessor may, after default by Lessee, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Lessee from the further performance by Lessee of the obligations on the part of Lessee herein contained. The consent by Lessor to an assignment or subletting shall not effect a Transferin any wise be construed to relieve Lessee, the assignee or enter into the subtenant from obtaining the express consent of Lessor to any contract further assignment or commitment subletting or to effect a Transfer (unless such contract release Lessee from any liability, whether past, present or commitment is expressly conditioned upon such Transfer complying fully with future, under this Lease or to release Lessee from any liability under this Lease because of Lessor's failure to give notice of default under or in respect of any of the requirements terms, covenants, conditions, provisions or agreements of this Lease. Notwithstanding the consent of Lessor to such assignment or subletting, Lessee shall remain liable for the payment of all bills rendered by Lessor for the charges incurred by the assignee or subtenant for services and materials supplied to the Premises. A transfer of control of Lessee shall be deemed an assignment under this Lease and shall be subject to all the provisions of this Article, including but not limited to the requirement of obtaining Lessor's prior consent, unless Lessee at the time of the proposed transfer is then a publicly held corporation freely traded on a major stock exchange. Notwithstanding any contrary provision of the immediately preceding provisions of this Paragraph 12.1, but subject to the provisions of Subparagraph 12.2(b), without Lessee may assign this Lease or sublet the Premises or any portion thereof upon the following express conditions: (1) that the proposed assignee or subtenant shall be subject to the prior consent of Lessor’s prior written consent, which consent shall will not be unreasonably withheld or delayed, provided that (i) no Event of Default or Potential Default shall exist hereunder either on the date Lessee delivers the applicable Transfer Notice (as hereinafter defined) to Lessor or on the effective date of such Transfer, (ii) there would be no change in the Permitted Uses of the Premises following such Transfer, and (iii) such Transfer is to a Person (a “Qualified Transferee”) having both (A) Hotel Investment Experience or who has retained a Person with Hotel Investment Experience to oversee the operation and management of the Hotel, and (B) the financial ability to fully perform the obligations of Lessee under this Lease over the Term (including the payment of all Monetary Obligations); and in determining whether a Person is a Qualified Transferee, Lessor shall be entitled to consider all reasonable criteria including the level of experience of the proposed Transferee in the ownership, management, and operation of Luxury Hotel properties that are similar in character and quality to the Hotel, and the creditworthiness and financial stability of the proposed Transferee in light of the responsibilities involved. For any proposed Transfer that would be made to a Person which is not a Qualified Transferee, Lessor may give or withhold its consent in Lessor’s sole and absolute discretion, and may impose in connection therewith any conditions or requirements as Lessor shall determine are necessary or appropriate to preserve and protect the value of the Premises. Any Transfer made without Lessor’s prior written consent in accordance with the foregoing provisions of this Section 13.1 shall be void at Lessor’s sole option, which may be exercised by Lessor at any time within one (1) year after Lessor obtains Actual Knowledge of the consummation of such Transfer. Notwithstanding the foregoing, and provided that no Event of Default or Potential Default is in existence on the effective date of such Transfer, the consent of Lessor shall not be required for a Transfer (a “Permitted Transfer”) to any Person which (1) has a tangible net worth (determined in accordance with GAAP) which is not less than the tangible net worth of the then current Lessee, and (2) is a national hotel investment or operating company or firm for which, at all times following the Transfer during which such Person is the Lessee hereunder, any one or delayed more of Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, or Xxx Xxxxxxxx (or any successor individuals who have been expressly approved in writing by Lessor for the purposes of this provision) will be senior managers or senior executives with primary responsibility for overseeing the day-to-day operations of such company or firm relating to the Hotel; provided that (a) in the event that at any time within the three (3) year period immediately following such Transfer the requirements of clause (2) above are not satisfied, the failure to satisfy such requirements shall be deemed to constitute a Transfer which shall require Lessor’s approval as provided above in this Section 13.1, and Lessee’s failure to request such approval within ten 10) Business Days following the date on which the requirements of clause (2) above are not satisfied, or the subsequent failure of Lessee to obtain Lessor’s approval of such deemed Transfer described in this clause (a) in accordance with the foregoing provisions of this Section 13.1(a), shall constitute an Event of Default by Lessee hereunder, and (b) the Lessee shall nevertheless, as a condition to the effectiveness of any such Permitted Transfer, provide Lessor with written notice of the proposed Transfer not less than ten (10) Business Days prior business days after Lessor's receipt of all information required from Lessee but, without limiting the generality of the foregoing, it shall be reasonable for Lessor to deny such consent if: (a) the effective date thereofuse to be made of the Premises by the proposed assignee or subtenant is a use which would be prohibited by any other portion of this Lease (including but not limited to any Rules and Regulations then in effect) or a use which would impose any additional burden upon Lessor in the operation of the Building; however, accompanied by reasonably detailed information demonstrating compliance with the foregoing requirements.Lessor shall not unreasonably withhold its consent to a use differing from those set forth in Paragraph 6.1 of this Lease; or (b) Notwithstanding the provisions of Section 13.1(a) abovecharacter, Lessee shall have the right from time to time to: (i) enter intomoral stability, or permit the Operator or any Food reputation and Beverage Operator to enter into, minor subleases or concessions of space within the Improvements (as used herein, a “minor sublease or concession” shall mean a sublease or concession arrangement with a retail merchant or other service provider which is compatible with a Luxury Hotel, is of reasonable size in relation to the areas financial responsibility of the Hotel suitable for such retail proposed assignee or other service uses, and (unless approved by Lessor in its reasonable discretion upon request from Lessee, which request shall include evidence subtenant are not reasonably satisfactory to Lessor that (A) such minor sublease or concession will in any event not reduce the total keyed guest rooms and suites at the Hotel least equal to less than ninety-five percent (95%) those which were possessed by Lessee as of the total keyed guest rooms date of execution of this Lease; (2) that Lessee shall reimburse Lessor for all reasonable costs incurred by Lessor in connection with such assignment or subletting including without limitation all attorneys' fees applicable thereto; (3) that the proposed assignee or subtenant shall execute an agreement pursuant to which it shall agree to perform faithfully and suites at the Hotel on the Term Commencement Date, and (B) the net operating revenues be bound by all of the Hotel will not be decreased by reason terms, covenants, conditions, provisions and agreements of such minor sublease or concessionthis Lease; (4) does not reduce the size or number that an executed duplicate original of keyed guest rooms said assignment and suites in the Hotel); (ii) engage, or permit the Operator to engage, a qualified parking operator to be responsible for all garage and valet parking of vehicles at the Hotel for guests and other customers, which engagement may be in the form of a parking assumption agreement or a garage sublease, in either instance on customary terms and conditions for a Luxury Hotel; (iii) subject to as the provisions of Section 9 hereof, enter into, or permit the Operator to enter into, one or more food and beverage operating agreements or leases for the operation of the food and beverage services at the Hotelcase may be, on customary terms and conditions for a Luxury Hotel, provided that the same shall comply with the provisions of Section 14.2(h); and (iv) enter into, or permit the Operator to enter into, any other ordinary and customary agreements reasonably required for the proper and efficient operation of the Hotel as a Luxury Hotel which do not involve the creation of any subleasehold estate or other interest in the Premises on the part of the contracting party. None of the foregoing subleases, concession agreements, parking agreements or garage leases, food or beverage operating agreements or leases, or other ordinary and customary agreements (collectively, an “Operating Contract”)Lessor's then standard form, shall be considered to constitute a “Transfer” within the meaning of this Lease; provided that (A) Lessee shall deliver delivered to Lessor within thirty five (305) days after the Term Commencement Date a true and complete list of all Operating Contracts for the Hotelexecution thereof, and that such assignment or subletting shall update not be binding upon Lessor until the delivery thereof to Lessor; and (5) that Lessee shall pay to Lessor, as additional rent, one-half (1/2) of any consideration given to Lessee by the proposed assignee or subtenant for or in connection with such list from time assignment or subletting. Lessor and Lessee have each given full consideration to time upon Lessor’s reasonable requestthe possibility that the rental value of the Premises may appreciate during the term of the Lease. In such regard, Lessor and Lessee have expressly allocated the possibility of such rental value increase as part of their negotiations of this Lease. Lessor and Lessee freely negotiated all of the terms and conditions of this Lease, including but not limited to, the possibility that this Lease may be terminated by Lessor pursuant to this Paragraph 12 Lessor and Lessee expressly thus agree that any such rental increase value is not an element of value or property right granted to Lessee, and that Lessor retains all rights thereto, including, but in any event not less frequently than once each Operating Yearlimited to, the termination and further, at Lessor’s request from time to time, Lessee shall deliver to Lessor a true and complete copy of each such Operating Contract then in existence, and (B) except as otherwise expressly provided in this Lease or as Lessor may hereafter agree otherwise in writing, each Operating Contract shall be subject and subordinate to the right, title and interest of Lessor under this Lease and no Operating Contract shall survive the expiration or any earlier termination of this Lease or otherwise be binding on Lessor in any respectallocation rights herein set forth.

LESSOR’S CONSENT. (a) Lessee Lessxx'x xequest for consent to any transfer described in Section 9.01 shall not effect a Transferset forth in writing the details of the proposed transfer, including the name, business and financial condition of the prospective transferee, financial details of the proposed transfer (e.g., the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Lessor deems relevant. Lessor shall have the right to withhold consent, if reasonable, or enter into any contract or commitment to effect a Transfer (unless such contract or commitment is expressly conditioned upon such Transfer complying fully with grant consent based on the requirements of this Lease), without Lessor’s prior written consent, which consent shall not be unreasonably withheld or delayed, provided that following factors: (i) no Event the business of Default the proposed assignee or Potential Default shall exist hereunder either on subtenant and the date Lessee delivers proposed use of the applicable Transfer Notice (as hereinafter defined) to Lessor or on the effective date of such Transfer, Property; (ii) there would be no change in the Permitted Uses net worth and financial reputation of the Premises following such Transfer, and proposed assignee or subtenant; (iii) Lessee's compliance with all of its obligations under the Lease; and (iv) such Transfer is other factors as Lessor may reasonably deem relevant. If Lessxx xxxects to a Person (a “Qualified Transferee”) having both (A) Hotel Investment Experience or who has retained a Person with Hotel Investment Experience to oversee the operation and management proposed assignment solely because of the Hotel, and (B) the net worth and/or financial ability to fully perform the obligations of Lessee under this Lease over the Term (including the payment of all Monetary Obligations); and in determining whether a Person is a Qualified Transferee, Lessor shall be entitled to consider all reasonable criteria including the level of experience reputation of the proposed Transferee in assignee, Lessee may nonetheless sublease (but not assign), all or a portion of the ownership, management, and operation of Luxury Hotel properties that are similar in character and quality Property to the Hotelproposed transferee, and but only on the creditworthiness and financial stability other terms of the proposed Transferee in light of the responsibilities involved. For any proposed Transfer that would be made to a Person which is not a Qualified Transferee, Lessor may give or withhold its consent in Lessor’s sole and absolute discretion, and may impose in connection therewith any conditions or requirements as Lessor shall determine are necessary or appropriate to preserve and protect the value of the Premises. Any Transfer made without Lessor’s prior written consent in accordance with the foregoing provisions of this Section 13.1 shall be void at Lessor’s sole option, which may be exercised by Lessor at any time within one (1) year after Lessor obtains Actual Knowledge of the consummation of such Transfer. Notwithstanding the foregoing, and provided that no Event of Default or Potential Default is in existence on the effective date of such Transfer, the consent of Lessor shall not be required for a Transfer (a “Permitted Transfer”) to any Person which (1) has a tangible net worth (determined in accordance with GAAP) which is not less than the tangible net worth of the then current Lessee, and (2) is a national hotel investment or operating company or firm for which, at all times following the Transfer during which such Person is the Lessee hereunder, any one or more of Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, or Xxx Xxxxxxxx (or any successor individuals who have been expressly approved in writing by Lessor for the purposes of this provision) will be senior managers or senior executives with primary responsibility for overseeing the day-to-day operations of such company or firm relating to the Hotel; provided that (a) in the event that at any time within the three (3) year period immediately following such Transfer the requirements of clause (2) above are not satisfied, the failure to satisfy such requirements shall be deemed to constitute a Transfer which shall require Lessor’s approval as provided above in this Section 13.1, and Lessee’s failure to request such approval within ten 10) Business Days following the date on which the requirements of clause (2) above are not satisfied, or the subsequent failure of Lessee to obtain Lessor’s approval of such deemed Transfer described in this clause (a) in accordance with the foregoing provisions of this Section 13.1(a), shall constitute an Event of Default by Lessee hereunder, and (b) the Lessee shall nevertheless, as a condition to the effectiveness of any such Permitted Transfer, provide Lessor with written notice of the proposed Transfer not less than ten (10) Business Days prior to the effective date thereof, accompanied by reasonably detailed information demonstrating compliance with the foregoing requirementstransfer. (b) Notwithstanding If Lessee assigns or subleases, the provisions of Section 13.1(a) above, Lessee following shall have the right from time to time to: apply: (i) enter into, or permit Lessee shall pay to Lessor as Additional Rent under the Operator or any Food and Beverage Operator to enter into, minor subleases or concessions of space within Lease the Improvements Lessor's Share (as used herein, a “minor sublease or concession” shall mean a sublease or concession arrangement with a retail merchant or other service provider which is compatible with a Luxury Hotel, is of reasonable size stated in relation to the areas Section 1.13) of the Hotel suitable for Profit (defined below) on such retail transaction as and when received by Lessxx, xxless Lessxx xxxes written notice to Lessxx xxx the assignee or other service uses, and (unless approved subtenant that Lessxx'x Xhare shall be paid by Lessor in its reasonable discretion upon request from Lessee, which request shall include evidence reasonably satisfactory the assignee or subtenant to Lessor that directly. The "Profit" means (A) all amounts paid to Lessee for such minor sublease assignment or concession will not reduce the total keyed guest rooms and suites at the Hotel to less than ninety-five percent (95%) sublease, including "key" money, monthly rent in excess of the total keyed guest rooms and suites at monthly rent payable under the Hotel on the Term Commencement DateLease, and all fees and other consideration paid for the assignment or sublease, including fees under any collateral agreements, less (B) costs and expenses directly incurred by Lessee in connection with the net operating revenues of the Hotel will not be decreased by reason execution and performance of such minor assignment or sublease for real estate brokers commissions and costs of renovation or concession) does not reduce construction of improvements required under such assignment or sublease and rent paid by Lessee hereunder. Lessee is entitled to recover such costs and expenses before Lessee is obligated to pay the size or number of keyed guest rooms and suites Lessor's Share to Lessor. The Profit in the Hotel); (ii) engage, or permit the Operator to engage, a qualified parking operator to be responsible for all garage and valet parking of vehicles at the Hotel for guests and other customers, which engagement may be in the form case of a parking agreement or a garage sublease, in either instance on customary terms and conditions for a Luxury Hotel; (iii) subject sublease of less than all the Property shall be determined with references to the provisions of Section 9 hereof, enter into, or permit rent allocable to the Operator to enter into, one or more food and beverage operating agreements or leases for the operation of the food and beverage services at the Hotel, on customary terms and conditions for a Luxury Hotel, provided that the same shall comply with the provisions of Section 14.2(h); and (iv) enter into, or permit the Operator to enter into, any other ordinary and customary agreements reasonably required for the proper and efficient operation of the Hotel subleased space as a Luxury Hotel which do not involve the creation of any subleasehold estate or other interest in the Premises percentage on the part of the contracting party. None of the foregoing subleases, concession agreements, parking agreements or garage leases, food or beverage operating agreements or leases, or other ordinary and customary agreements (collectively, an “Operating Contract”), shall be considered to constitute a “Transfer” within the meaning of this Lease; provided that (A) Lessee shall deliver to Lessor within thirty (30) days after the Term Commencement Date a true and complete list of all Operating Contracts for the Hotel, and shall update such list from time to time upon Lessor’s reasonable request, but in any event not less frequently than once each Operating Year, and further, at Lessor’s request from time to time, Lessee shall deliver to Lessor a true and complete copy of each such Operating Contract then in existence, and (B) except as otherwise expressly provided in this Lease or as Lessor may hereafter agree otherwise in writing, each Operating Contract shall be subject and subordinate to the right, title and interest of Lessor under this Lease and no Operating Contract shall survive the expiration or any earlier termination of this Lease or otherwise be binding on Lessor in any respectsquare footage basis.

LESSOR’S CONSENT. (a) Neither Lessee, nor Lessee's legal representatives, successors or assigns, shall assign, mortgage or encumber this Lease, or sublet, or use or occupy or permit the Premises or any part thereof to be used or occupied by others, without the prior consent of Lessor and the payment of any applicable processing fee in each instance, and any such assignment, mortgage, encumbrance, sublease or permission without such consent and payment shall be voidable at the option of Lessor and, at the further option of Lessor, shall terminate this Lease subject to the provisions of Paragraph 13 "Defaults; Remedies". If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by any party other than Lessee, Lessor may, alter default by Lessee, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Lessee from the further performance by Lessee of the obligations on the part of Lessee herein contained. The consent by Lessor to an assignment or subletting shall not effect a Transferin any wise be construed to relieve Lessee, the assignee or enter into the subtenant from obtaining the express consent of Lessor to any contract further assignment or commitment subletting or to effect a Transfer (unless such contract release Lessee from any liability, whether past, present or commitment is expressly conditioned upon such Transfer complying fully with future, under this Lease or to release Lessee from any liability under this Lease because of Lessor's failure to give notice of default under or in respect of any of the requirements terms, covenants, conditions, provisions or agreements of this Lease. Notwithstanding the consent of Lessor to such assignment or subletting, Lessee shall remain liable for the payment of all bills rendered by Lessor for the charges incurred by the assignee or subtenant for services and materials supplied to the Premises. A transfer of control of Lessee shall be deemed an assignment under this Lease and shall be subject to all the provisions of this Article, including but not limited to the requirement of obtaining Lessor's prior consent, unless Lessee at the time of the proposed transfer is then a publicly held corporation freely traded on a major stock exchange. Notwithstanding any contrary provision of the immediately preceding provisions of this Paragraph 12.1, but subject to the provisions of Subparagraph 12.2(b), without Lessee may assign this Lease or sublet the Premises or any portion thereof upon the following express conditions: (1) that the proposed assignee or subtenant shall be subject to the prior consent of Lessor’s prior written consent, which consent shall will not be unreasonably withheld or delayed, provided that (i) no Event of Default or Potential Default shall exist hereunder either on the date Lessee delivers the applicable Transfer Notice (as hereinafter defined) to Lessor or on the effective date of such Transfer, (ii) there would be no change in the Permitted Uses of the Premises following such Transfer, and (iii) such Transfer is to a Person (a “Qualified Transferee”) having both (A) Hotel Investment Experience or who has retained a Person with Hotel Investment Experience to oversee the operation and management of the Hotel, and (B) the financial ability to fully perform the obligations of Lessee under this Lease over the Term (including the payment of all Monetary Obligations); and in determining whether a Person is a Qualified Transferee, Lessor shall be entitled to consider all reasonable criteria including the level of experience of the proposed Transferee in the ownership, management, and operation of Luxury Hotel properties that are similar in character and quality to the Hotel, and the creditworthiness and financial stability of the proposed Transferee in light of the responsibilities involved. For any proposed Transfer that would be made to a Person which is not a Qualified Transferee, Lessor may give or withhold its consent in Lessor’s sole and absolute discretion, and may impose in connection therewith any conditions or requirements as Lessor shall determine are necessary or appropriate to preserve and protect the value of the Premises. Any Transfer made without Lessor’s prior written consent in accordance with the foregoing provisions of this Section 13.1 shall be void at Lessor’s sole option, which may be exercised by Lessor at any time within one (1) year after Lessor obtains Actual Knowledge of the consummation of such Transfer. Notwithstanding the foregoing, and provided that no Event of Default or Potential Default is in existence on the effective date of such Transfer, the consent of Lessor shall not be required for a Transfer (a “Permitted Transfer”) to any Person which (1) has a tangible net worth (determined in accordance with GAAP) which is not less than the tangible net worth of the then current Lessee, and (2) is a national hotel investment or operating company or firm for which, at all times following the Transfer during which such Person is the Lessee hereunder, any one or delayed more of Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, or Xxx Xxxxxxxx (or any successor individuals who have been expressly approved in writing by Lessor for the purposes of this provision) will be senior managers or senior executives with primary responsibility for overseeing the day-to-day operations of such company or firm relating to the Hotel; provided that (a) in the event that at any time within the three (3) year period immediately following such Transfer the requirements of clause (2) above are not satisfied, the failure to satisfy such requirements shall be deemed to constitute a Transfer which shall require Lessor’s approval as provided above in this Section 13.1, and Lessee’s failure to request such approval within ten 10) Business Days following the date on which the requirements of clause (2) above are not satisfied, or the subsequent failure of Lessee to obtain Lessor’s approval of such deemed Transfer described in this clause (a) in accordance with the foregoing provisions of this Section 13.1(a), shall constitute an Event of Default by Lessee hereunder, and (b) the Lessee shall nevertheless, as a condition to the effectiveness of any such Permitted Transfer, provide Lessor with written notice of the proposed Transfer not less than ten (10) Business Days prior business days after Lessor's receipt of all information required from Lessee but, without limiting the generality of the foregoing, it shall be reasonable for Lessor to deny such consent if: (a) the effective date thereofuse to be made of the Premises by the proposed assignee or subtenant is a use which would be prohibited by any other portion of this Lease (including but not limited to any Rules and Regulations then in effect) or a use which would impose any additional burden upon Lessor in the operation of the Building; however, accompanied by reasonably detailed information demonstrating compliance with the foregoing requirements.Lessor shall not unreasonably withhold its consent to a use differing from those set forth in Paragraph 6.1 of this Lease; or (b) Notwithstanding the provisions of Section 13.1(a) abovecharacter, Lessee shall have the right from time to time to: (i) enter intomoral stability, or permit the Operator or any Food reputation and Beverage Operator to enter into, minor subleases or concessions of space within the Improvements (as used herein, a “minor sublease or concession” shall mean a sublease or concession arrangement with a retail merchant or other service provider which is compatible with a Luxury Hotel, is of reasonable size in relation to the areas financial responsibility of the Hotel suitable for such retail proposed assignee or other service uses, and (unless approved by Lessor in its reasonable discretion upon request from Lessee, which request shall include evidence subtenant are not reasonably satisfactory to Lessor that (A) such minor sublease or concession will in any event not reduce the total keyed guest rooms and suites at the Hotel least equal to less than ninety-five percent (95%) those which were possessed by Lessee as of the total keyed guest rooms date of execution of this Lease; (2) that Lessee shall reimburse Lessor for all reasonable costs incurred by Lessor in connection with such assignment or subletting including without limitation all attorneys' fees applicable thereto; (3) that the proposed assignee or subtenant shall execute an agreement pursuant to which it shall agree to perform faithfully and suites at the Hotel on the Term Commencement Date, and (B) the net operating revenues be bound by all of the Hotel will not be decreased by reason terms, covenants, conditions, provisions and agreements of such minor sublease or concessionthis Lease; (4) does not reduce the size or number that an executed duplicate original of keyed guest rooms said assignment and suites in the Hotel); (ii) engage, or permit the Operator to engage, a qualified parking operator to be responsible for all garage and valet parking of vehicles at the Hotel for guests and other customers, which engagement may be in the form of a parking assumption agreement or a garage sublease, in either instance on customary terms and conditions for a Luxury Hotel; (iii) subject to as the provisions of Section 9 hereof, enter into, or permit the Operator to enter into, one or more food and beverage operating agreements or leases for the operation of the food and beverage services at the Hotelcase may be, on customary terms and conditions for a Luxury Hotel, provided that the same shall comply with the provisions of Section 14.2(h); and (iv) enter into, or permit the Operator to enter into, any other ordinary and customary agreements reasonably required for the proper and efficient operation of the Hotel as a Luxury Hotel which do not involve the creation of any subleasehold estate or other interest in the Premises on the part of the contracting party. None of the foregoing subleases, concession agreements, parking agreements or garage leases, food or beverage operating agreements or leases, or other ordinary and customary agreements (collectively, an “Operating Contract”)Lessor's then standard form, shall be considered to constitute a “Transfer” within the meaning of this Lease; provided that (A) Lessee shall deliver delivered to Lessor within thirty five (305) days after the Term Commencement Date a true and complete list of all Operating Contracts for the Hotelexecution thereof, and that such assignment or subletting shall update not be binding upon Lessor until the delivery thereof to Lessor; and (5) that Lessee shall pay to Lessor, as additional rent, one-half (1/2) of any consideration given to Lessee by the proposed assignee or subtenant for or in connection with such list from time assignment or subletting. Lessor and Lessee have each given full consideration to time upon Lessor’s reasonable requestthe possibility that the rental value of the Premises may appreciate during the term of the Lease. In such regard, Lessor and Lessee have expressly allocated the possibility of such rental value increase as part of their negotiations of this Lease. Lessor and Lessee freely negotiated all of the terms and conditions of this Lease, including but not limited to, the possibility that this Lease may be terminated by Lessor pursuant to this Paragraph 12. Lessor and Lessee expressly thus agree that any such rental increase value is not an element of value or property right granted to Lessee, and that Lessor retains all rights thereto, including, but in any event not less frequently than once each Operating Yearlimited to, the termination and further, at Lessor’s request from time to time, Lessee shall deliver to Lessor a true and complete copy of each such Operating Contract then in existence, and (B) except as otherwise expressly provided in this Lease or as Lessor may hereafter agree otherwise in writing, each Operating Contract shall be subject and subordinate to the right, title and interest of Lessor under this Lease and no Operating Contract shall survive the expiration or any earlier termination of this Lease or otherwise be binding on Lessor in any respectallocation rights herein set forth.

LESSOR’S CONSENT. (a) Lessee Lessor hereby consents to the Assignment of the Lease to Assignee on the following terms and conditions: (i) Neither the giving of this consent nor anything contained herein shall not effect a Transferbe construed to modify, waive, impair or affect any of the covenants, agreements, terms, provisions, obligations or conditions contained in the Lease (except as may herein be expressly provided), or enter into to waive any contract breach thereof, or commitment any rights of Lessor against any person, firm, association or corporation liable or responsible for the performance thereof, or to effect a Transfer increase the obligations or diminish the rights of Lessor under the Lease, or to increase the rights or diminish the obligations of the tenant thereunder, or to, in any way, be construed as giving Assignee any greater rights than the original Lessee named in the Lease would be entitled to, and all covenants, agreements, terms, provisions and conditions of the Lease are hereby mutually declared to be in full force and effect. (unless such contract or commitment is expressly conditioned upon such Transfer complying fully with the requirements ii) The giving of this Lease), without Lessor’s prior written consent, which consent shall not be unreasonably withheld construed either as a consent by Lessor to, or delayedas permitting, provided that (i) no Event of Default any other or Potential Default shall exist hereunder either on the date Lessee delivers the applicable Transfer Notice (as hereinafter defined) to Lessor or on the effective date of such Transfer, (ii) there would be no change in the Permitted Uses further assignment of the Premises following such TransferLease, and whether in whole or in part, or any subletting of the Equipment or any part thereof, or as a waiver of the requirement of obtaining Lessor's consent thereto, to the extent required under the Lease. (iii) such Transfer is to a Person (a “Qualified Transferee”) having both (A) Hotel Investment Experience or who has retained a Person with Hotel Investment Experience to oversee The giving of this Consent shall not result in any liability on the operation and management part of the Hotel, and (B) the financial ability to fully perform the obligations of Lessee under this Lease over the Term (including Lessor for the payment of all Monetary Obligations); and any commissions or fees in determining whether a Person is a Qualified Transferee, Lessor shall be entitled to consider all reasonable criteria including the level of experience of connection with the proposed Transferee in the ownership, management, assignment transaction herein contemplated by Lessee and operation of Luxury Hotel properties Assignee; Lessor hereby represents that are similar in character and quality it has dealt with no broker or other party to the Hotel, and the creditworthiness and financial stability of the proposed Transferee in light of the responsibilities involved. For any proposed Transfer that would be made to whom a Person which commission is not due as a Qualified Transferee, Lessor may give or withhold its consent in Lessor’s sole and absolute discretion, and may impose in connection therewith any conditions or requirements as Lessor shall determine are necessary or appropriate to preserve and protect the value of the Premises. Any Transfer made without Lessor’s prior written consent in accordance with the foregoing provisions result of this Section 13.1 shall be void at Lessor’s sole option, which may be exercised by Lessor at any time within one (1) year after Lessor obtains Actual Knowledge of the consummation of such Transfer. Notwithstanding the foregoing, and provided that no Event of Default or Potential Default is in existence on the effective date of such Transfer, the consent of Lessor shall not be required for a Transfer (a “Permitted Transfer”) to any Person which (1) has a tangible net worth (determined in accordance with GAAP) which is not less than the tangible net worth of the then current Lessee, and (2) is a national hotel investment or operating company or firm for which, at all times following the Transfer during which such Person is the Lessee hereunder, any one or more of Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, or Xxx Xxxxxxxx (or any successor individuals who have been expressly approved in writing by Lessor for the purposes of this provision) will be senior managers or senior executives with primary responsibility for overseeing the day-to-day operations of such company or firm relating to the Hotel; provided that (a) in the event that at any time within the three (3) year period immediately following such Transfer the requirements of clause (2) above are not satisfied, the failure to satisfy such requirements shall be deemed to constitute a Transfer which shall require Lessor’s approval as provided above in this Section 13.1, and Lessee’s failure to request such approval within ten 10) Business Days following the date on which the requirements of clause (2) above are not satisfied, or the subsequent failure of Lessee to obtain Lessor’s approval of such deemed Transfer described in this clause (a) in accordance with the foregoing provisions of this Section 13.1(a), shall constitute an Event of Default by Lessee hereunder, and (b) the Lessee shall nevertheless, as a condition to the effectiveness of any such Permitted Transfer, provide Lessor with written notice of the proposed Transfer not less than ten (10) Business Days prior to the effective date thereof, accompanied by reasonably detailed information demonstrating compliance with the foregoing requirementsAgreement. (b) Notwithstanding the provisions of Section 13.1(a) above, Lessor represents and warrants to Lessee shall have the right from time to time to: (i) enter into, or permit the Operator or any Food and Beverage Operator to enter into, minor subleases or concessions of space within the Improvements (Assignee that as used herein, a “minor sublease or concession” shall mean a sublease or concession arrangement with a retail merchant or other service provider which is compatible with a Luxury Hotel, is of reasonable size in relation to the areas of the Hotel suitable for such retail or other service uses, and (unless approved by Lessor in its reasonable discretion upon request from Lessee, which request shall include evidence reasonably satisfactory to Lessor that (A) such minor sublease or concession will not reduce the total keyed guest rooms and suites at the Hotel to less than ninety-five percent (95%) of the total keyed guest rooms and suites at the Hotel on the Term Commencement Date, and (B) the net operating revenues of the Hotel will not be decreased by reason of such minor sublease or concession) does not reduce the size or number of keyed guest rooms and suites in the Hotel); (ii) engage, or permit the Operator to engage, a qualified parking operator to be responsible for all garage and valet parking of vehicles at the Hotel for guests and other customers, which engagement may be in the form of a parking agreement or a garage sublease, in either instance on customary terms and conditions for a Luxury Hotel; (iii) subject to the provisions of Section 9 date hereof, enter intono Event of Default (or event or circumstance which, or permit the Operator to enter into, one or more food and beverage operating agreements or leases for the operation of the food and beverage services at the Hotel, on customary terms and conditions for a Luxury Hotel, provided that the same shall comply with the provisions passage of Section 14.2(h); and (ivtime or the giving of notice, would constitute an Event of Default) enter into, or permit the Operator to enter into, any other ordinary and customary agreements reasonably required for the proper and efficient operation of the Hotel as a Luxury Hotel which do not involve the creation of any subleasehold estate or other interest in the Premises exists on the part of Lessee under the contracting party. None of Lease and the foregoing subleases, concession agreements, parking agreements Lease has not been amended except as disclosed on Exhibit A. Lessor is not currently holding any security deposits from Lessee or garage leases, food or beverage operating agreements or leases, or any other ordinary and customary agreements (collectively, an “Operating Contract”), shall be considered to constitute a “Transfer” within the meaning of this Lease; provided that (A) Lessee shall deliver to Lessor within thirty (30) days after the Term Commencement Date a true and complete list of all Operating Contracts amounts for the Hotel, and shall update such list from time to time upon Lessor’s reasonable requestaccount of Lessee, but Lessor acknowledges that the last month's rental payment under the Lease has been paid in any event not less frequently than once each Operating Year, and further, at Lessor’s request from time to time, Lessee shall deliver to Lessor a true and complete copy of each such Operating Contract then in existence, and (B) except as otherwise expressly provided in this Lease or as Lessor may hereafter agree otherwise in writing, each Operating Contract shall be subject and subordinate to the right, title and interest of Lessor under this Lease and no Operating Contract shall survive the expiration or any earlier termination of this Lease or otherwise be binding on Lessor in any respectadvance.

LESSOR’S CONSENT. (a) Neither Lessee, nor Lessee's legal representatives, successors or assigns, shall assign, mortgage or encumber this Lease, or sublet, or use or occupy or permit the Premises or any part thereof to be used or occupied by others, without the prior consent of Lessor and the payment of any applicable processing fee in each instance, and any such assignment, mortgage, encumbrance, sublease or permission without such consent and payment shall be voidable at the option of Lessor and, at the further option of Lessor, shall terminate this Lease. If this Lease be assigned, or if the Premises or any part thereof be sublet or occupied by any party other than Lessee, Lessor may, after default by Lessee, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Lessee from the further performance by Lessee of the obligations on the part of Lessee herein contained. The consent by Lessor to an assignment or subletting shall not effect a Transferin any wise be construed to relieve Lessee, the assignee or enter into the subtenant from obtaining the express consent of Lessor to any contract further assignment or commitment subletting or to effect a Transfer (unless such contract release Lessee from any liability, whether past, present or commitment is expressly conditioned upon such Transfer complying fully with future, under this Lease or to release Lessee from any liability under this Lease because of Lessor's failure to give notice of default under or in respect of any of the requirements terms, covenants, conditions, provisions or agreements of this Lease). Notwithstanding the consent of Lessor to such assignment or subletting, without Lessor’s prior written consent, which consent Lessee shall not be unreasonably withheld or delayed, provided that (i) no Event of Default or Potential Default shall exist hereunder either on the date Lessee delivers the applicable Transfer Notice (as hereinafter defined) to Lessor or on the effective date of such Transfer, (ii) there would be no change in the Permitted Uses of the Premises following such Transfer, and (iii) such Transfer is to a Person (a “Qualified Transferee”) having both (A) Hotel Investment Experience or who has retained a Person with Hotel Investment Experience to oversee the operation and management of the Hotel, and (B) the financial ability to fully perform the obligations of Lessee under this Lease over the Term (including remain liable for the payment of all Monetary Obligations); and in determining whether a Person is a Qualified Transferee, Lessor shall be entitled to consider all reasonable criteria including the level of experience of the proposed Transferee in the ownership, management, and operation of Luxury Hotel properties that are similar in character and quality to the Hotel, and the creditworthiness and financial stability of the proposed Transferee in light of the responsibilities involved. For any proposed Transfer that would be made to a Person which is not a Qualified Transferee, Lessor may give or withhold its consent in Lessor’s sole and absolute discretion, and may impose in connection therewith any conditions or requirements as Lessor shall determine are necessary or appropriate to preserve and protect the value of the Premises. Any Transfer made without Lessor’s prior written consent in accordance with the foregoing provisions of this Section 13.1 shall be void at Lessor’s sole option, which may be exercised by Lessor at any time within one (1) year after Lessor obtains Actual Knowledge of the consummation of such Transfer. Notwithstanding the foregoing, and provided that no Event of Default or Potential Default is in existence on the effective date of such Transfer, the consent of Lessor shall not be required for a Transfer (a “Permitted Transfer”) to any Person which (1) has a tangible net worth (determined in accordance with GAAP) which is not less than the tangible net worth of the then current Lessee, and (2) is a national hotel investment or operating company or firm for which, at all times following the Transfer during which such Person is the Lessee hereunder, any one or more of Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, or Xxx Xxxxxxxx (or any successor individuals who have been expressly approved in writing bills rendered by Lessor for the purposes charges incurred by the assignee or subtenant for services and materials supplied to the Premises. A transfer of control of Lessee shall be deemed an assignment under this Lease and shall be subject to all the provisions of this provision) will be senior managers or senior executives with primary responsibility for overseeing the day-to-day operations of such company or firm relating Article, including but not limited to the Hotel; provided that (a) requirement of obtaining Lessor's prior consent, unless Lessee at the time of the proposed transfer is then a publicly held corporation freely traded on a major stock exchange, Lessee shall not require Lessor's consent to an assignment or subletting in the event that at any time within the three (3) year period immediately following such Transfer the requirements of clause (2) above are not satisfiedit is to an affiliate, the failure to satisfy such requirements shall be deemed to constitute a Transfer which shall require Lessor’s approval as provided above in this Section 13.1subsidiary, and Lessee’s failure to request such approval within ten 10) Business Days following the date on which the requirements of clause (2) above are not satisfied, or the subsequent failure parent company of Lessee to obtain Lessor’s approval or other entity purchasing a majority of such deemed Transfer described in Lessee's assets. In any event Lessee shall not be released from any liability under this clause (a) in accordance with Lease. Notwithstanding any contrary provision of the foregoing immediately preceding provisions of this Section 13.1(a)Paragraph 12.1, shall constitute an Event of Default by Lessee hereunder, and (b) the Lessee shall nevertheless, as a condition to the effectiveness of any such Permitted Transfer, provide Lessor with written notice of the proposed Transfer not less than ten (10) Business Days prior to the effective date thereof, accompanied by reasonably detailed information demonstrating compliance with the foregoing requirements. (b) Notwithstanding the provisions of Section 13.1(a) above, Lessee shall have the right from time to time to: (i) enter into, or permit the Operator or any Food and Beverage Operator to enter into, minor subleases or concessions of space within the Improvements (as used herein, a “minor sublease or concession” shall mean a sublease or concession arrangement with a retail merchant or other service provider which is compatible with a Luxury Hotel, is of reasonable size in relation to the areas of the Hotel suitable for such retail or other service uses, and (unless approved by Lessor in its reasonable discretion upon request from Lessee, which request shall include evidence reasonably satisfactory to Lessor that (A) such minor sublease or concession will not reduce the total keyed guest rooms and suites at the Hotel to less than ninety-five percent (95%) of the total keyed guest rooms and suites at the Hotel on the Term Commencement Date, and (B) the net operating revenues of the Hotel will not be decreased by reason of such minor sublease or concession) does not reduce the size or number of keyed guest rooms and suites in the Hotel); (ii) engage, or permit the Operator to engage, a qualified parking operator to be responsible for all garage and valet parking of vehicles at the Hotel for guests and other customers, which engagement may be in the form of a parking agreement or a garage sublease, in either instance on customary terms and conditions for a Luxury Hotel; (iii) but subject to the provisions of Section 9 hereofSubparagraph 12.2(b), enter intoLessee may assign this Lease or sublet the Premises upon the following express conditions: (1) that the proposed assignee or subtenant shall be subject to the prior consent of Lessor, which consent will not be unreasonably withheld but, without limiting the generality of the foregoing, it shall be reasonable for Lessor to deny such consent if: (a) the use to be made of the Premises by the proposed assignee or permit subtenant is (i) not generally consistent with the Operator character and nature of all other tenancies in the building or (ii) a use which would be prohibited by any other portion of this Lease (including but not limited to enter into, one any Rules and Regulations then in effect) or more food and beverage operating agreements or leases for (iii) a use which would impose any additional burden upon Lessor in the operation of the food Building; or (b) the character, moral stability, reputation and beverage services financial responsibility of the proposed assignee or subtenant are not reasonably satisfactory to Lessor or in any event not at least equal to those which were possessed by Lessee as o the Hoteldate of execution of this Lease; (2) that Lessee shall reimburse Lessor for all costs incurred by Lessor in connection with such assignment or subletting including without limitation all attorneys' fees applicable thereto: (3) that the proposed assignee or subtenant shall execute an agreement pursuant to which it shall agree to perform faithfully and be bound by all of the terms, covenants, conditions, provisions and agreements of this Lease ( in the case of subletting, the agreement shall be limited to the space sublet and shall not include provisions regarding the rent due under the Lease); (4) that an executed duplicate original of said assignment and assumption agreement or sublease, as the case may be, on customary terms and conditions for a Luxury Hotel, provided that the same shall comply with the provisions of Section 14.2(h); and (iv) enter into, or permit the Operator to enter into, any other ordinary and customary agreements reasonably required for the proper and efficient operation of the Hotel as a Luxury Hotel which do not involve the creation of any subleasehold estate or other interest in the Premises on the part of the contracting party. None of the foregoing subleases, concession agreements, parking agreements or garage leases, food or beverage operating agreements or leases, or other ordinary and customary agreements (collectively, an “Operating Contract”)Lessor's then standard form, shall be considered to constitute a “Transfer” within the meaning of this Lease; provided that (A) Lessee shall deliver delivered to Lessor within thirty five (305) days after the Term Commencement Date a true and complete list of all Operating Contracts for the Hotelexecution thereof, and that such assignment or subletting shall update not be binding upon Lessor until the delivery thereof to Lessor; and (5) that Lessee shall pay to Lessor, as additional rent, one-half (1/2) of any consideration given to Lessee by the proposed assignee or subtenant for or in connection with such list from time assignment or subletting. Lessor and Lessee have each given full consideration to time upon Lessor’s reasonable requestthe possibility that the rental value of the Premises may appreciate during the term of the Lease. In such regard, Lessor and Lessee have expressly allocated the possibility of such rental value increase as part of their negotiations of this Lease. Lessor and Lessee freely negotiated all of the terms and conditions of this Lease, including but not limited to, the possibility that this Lease may be terminated by Lessor pursuant to this Paragraph 12. Lessor and Lessee expressly thus agree that any such rental increase value is not an element of value or property right granted to Lessee, and that Lessor retains all rights thereto, including, but in any event not less frequently than once each Operating Yearlimited to, the termination and further, at Lessor’s request from time to time, Lessee shall deliver to Lessor a true and complete copy of each such Operating Contract then in existence, and (B) except as otherwise expressly provided in this Lease or as Lessor may hereafter agree otherwise in writing, each Operating Contract shall be subject and subordinate to the right, title and interest of Lessor under this Lease and no Operating Contract shall survive the expiration or any earlier termination of this Lease or otherwise be binding on Lessor in any respectallocation rights herein set forth.

LESSOR’S CONSENT. Lessor shall not unreasonably withhold its consent ---------------- to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. The parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Lessor to withhold consent to any proposed Transfer where one or more of the following apply: (a) Lessee shall The Transferee is of a character or reputation or engaged in a business which is not effect consistent with the quality of the Building; (b) The Transferee intends to use the Subject Space for purposes which are not permitted hereunder; (c) The Transferee is either a Transfergovernmental agency or instrumentality thereof; (d) The Transfer will result in more than a reasonable and safe number of occupants per floor; (e) The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the Lease on the date consent is requested; (f) The proposed Transfer would cause Lessor to be in violation of another lease or agreement to which Lessor is a party, or enter into would give an occupant of the Project a right to cancel its lease; (g) The terms of the proposed Transfer will allow the Transferee to exercise any contract right of renewal, right of expansion, or commitment right of first offer held by Lessee (or will allow the Transferee to effect a Transfer occupy space leased by Lessee pursuant to any such right); (unless h) Either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (i) occupies space in the Building at the time of the request for consent, or (ii) is negotiating with Lessor to lease space in the Building at such contract time, and Lessor has (or commitment is expressly conditioned will have, upon such Transferee's --- proposed lease commencement) sufficient available space to accommodate such Transferee. If Lessor consents to any Transfer complying fully with pursuant to the requirements terms of this Section 13.2 (and does not exercise any recapture rights Lessor may have under Section 13.3 of this Lease), without Lessee may within six (6) months after Lessor’s prior written 's consent, which consent shall but not be unreasonably withheld later than the expiration of said six-month period, enter into such Transfer of the Premises or delayedportion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Lessee to Lessor pursuant to Section 13.1 of this Lease, provided that if there are any changes in the terms and conditions for those specified in the Transfer Notice such that (i) no Event of Default Lessor would initially have been entitled to refuse its consent to such Transfer under this Section 13.2, or Potential Default shall exist hereunder either on the date Lessee delivers the applicable Transfer Notice (as hereinafter defined) to Lessor or on the effective date of such Transfer, (ii) there which would be no change in the Permitted Uses of the Premises following such Transfer, and (iii) such Transfer is to a Person (a “Qualified Transferee”) having both (A) Hotel Investment Experience or who has retained a Person with Hotel Investment Experience to oversee the operation and management of the Hotel, and (B) the financial ability to fully perform the obligations of Lessee under this Lease over the Term (including the payment of all Monetary Obligations); and in determining whether a Person is a Qualified Transferee, Lessor shall be entitled to consider all reasonable criteria including the level of experience of the proposed Transferee in the ownership, management, and operation of Luxury Hotel properties that are similar in character and quality to the Hotel, and the creditworthiness and financial stability of the proposed Transferee in light of the responsibilities involved. For any proposed Transfer that would be made to a Person which is not a Qualified Transferee, Lessor may give or withhold its consent in Lessor’s sole and absolute discretion, and may impose in connection therewith any conditions or requirements as Lessor shall determine are necessary or appropriate to preserve and protect the value of the Premises. Any Transfer made without Lessor’s prior written consent in accordance with the foregoing provisions of this Section 13.1 shall be void at Lessor’s sole option, which may be exercised by Lessor at any time within one (1) year after Lessor obtains Actual Knowledge of the consummation of such Transfer. Notwithstanding the foregoing, and provided that no Event of Default or Potential Default is in existence on the effective date of such Transfer, the consent of Lessor shall not be required for a Transfer (a “Permitted Transfer”) to any Person which (1) has a tangible net worth (determined in accordance with GAAP) which is not less than the tangible net worth of the then current Lessee, and (2) is a national hotel investment or operating company or firm for which, at all times following the Transfer during which such Person is the Lessee hereunder, any one or more of Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, or Xxx Xxxxxxxx (or any successor individuals who have been expressly approved in writing by Lessor for the purposes of this provision) will be senior managers or senior executives with primary responsibility for overseeing the day-to-day operations of such company or firm relating to the Hotel; provided that (a) in the event that at any time within the three (3) year period immediately following such Transfer the requirements of clause (2) above are not satisfied, the failure to satisfy such requirements shall be deemed to constitute a Transfer which shall require Lessor’s approval as provided above in this Section 13.1, and Lessee’s failure to request such approval within ten 10) Business Days following the date on which the requirements of clause (2) above are not satisfied, or the subsequent failure of Lessee to obtain Lessor’s approval of such deemed Transfer described in this clause (a) in accordance with the foregoing provisions of this Section 13.1(a), shall constitute an Event of Default by Lessee hereunder, and (b) the Lessee shall nevertheless, as a condition to the effectiveness of any such Permitted Transfer, provide Lessor with written notice of cause the proposed Transfer not less than ten (10) Business Days prior to be more favorable to the effective date thereof, accompanied by reasonably detailed information demonstrating compliance with Transferee than the foregoing requirements. (b) Notwithstanding the provisions of Section 13.1(a) aboveterms set forth in Lessee's original Transfer Notice, Lessee shall have again submit the right from time to time to: (i) enter into, or permit the Operator or any Food and Beverage Operator to enter into, minor subleases or concessions of space within the Improvements (as used herein, a “minor sublease or concession” shall mean a sublease or concession arrangement with a retail merchant or other service provider which is compatible with a Luxury Hotel, is of reasonable size in relation to the areas of the Hotel suitable for such retail or other service uses, and (unless approved by Lessor in its reasonable discretion upon request from Lessee, which request shall include evidence reasonably satisfactory Transfer to Lessor that (A) such minor sublease or concession will not reduce the total keyed guest rooms and suites at the Hotel to less than ninety-five percent (95%) of the total keyed guest rooms and suites at the Hotel on the Term Commencement Date, and (B) the net operating revenues of the Hotel will not be decreased by reason of such minor sublease or concession) does not reduce the size or number of keyed guest rooms and suites in the Hotel); (ii) engage, or permit the Operator to engage, a qualified parking operator to be responsible for all garage and valet parking of vehicles at the Hotel for guests its approval and other customers, which engagement may be in the form action under this Article 13 (including Lessor's right of a parking agreement or a garage sublease, in either instance on customary terms and conditions for a Luxury Hotel; (iii) subject to the provisions of recapture under Section 9 hereof, enter into, or permit the Operator to enter into, one or more food and beverage operating agreements or leases for the operation of the food and beverage services at the Hotel, on customary terms and conditions for a Luxury Hotel, provided that the same shall comply with the provisions of Section 14.2(h); and (iv) enter into, or permit the Operator to enter into, any other ordinary and customary agreements reasonably required for the proper and efficient operation of the Hotel as a Luxury Hotel which do not involve the creation of any subleasehold estate or other interest in the Premises on the part of the contracting party. None of the foregoing subleases, concession agreements, parking agreements or garage leases, food or beverage operating agreements or leases, or other ordinary and customary agreements (collectively, an “Operating Contract”), shall be considered to constitute a “Transfer” within the meaning 13.3 of this Lease; provided that (A) Lessee shall deliver to Lessor within thirty (30) days after the Term Commencement Date a true and complete list of all Operating Contracts for the Hotel, and shall update such list from time to time upon Lessor’s reasonable request, but in any event not less frequently than once each Operating Year, and further, at Lessor’s request from time to time, Lessee shall deliver to Lessor a true and complete copy of each such Operating Contract then in existence, and (B) except as otherwise expressly provided in this Lease or as Lessor may hereafter agree otherwise in writing, each Operating Contract shall be subject and subordinate to the right, title and interest of Lessor under this Lease and no Operating Contract shall survive the expiration or any earlier termination of this Lease or otherwise be binding on Lessor in any respect).

LESSOR’S CONSENT. Lessor shall not unreasonably withhold its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. The parties hereby agree that it shall be reasonable under this Lease and under any applicable Law for Lessor to withhold consent to any proposed Transfer where one or more of the following apply: (a) Lessee shall The Transferee is of a character or reputation or engaged in a business which is not effect consistent with the quality of the Building; (b) The Transferee intends to use the Subject Space for purposes which are not permitted hereunder; (c) The Transfer will result in more than a Transferreasonable and safe number of occupants within the Subject Space; (d) The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the Lease on the date consent is requested; (e) The proposed Transfer would cause Lessor to be in violation of another lease or agreement to which Lessor is a party, or enter into would give an occupant of the Project a right to cancel its lease; (f) The terms of the proposed Transfer will allow the Transferee to exercise any contract right of renewal, right of expansion, right of first offer, or commitment any other similar right held by Lessee (or will allow the Transferee to effect a occupy space leased by Lessee pursuant to any such right); (g) Either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (i) occupies space in the Building at the time of the request for consent, (ii) is negotiating with Lessor to lease space in the Building at such time, or (iii) has negotiated with Lessor during the twelve (12) month period immediately preceding the Transfer Notice. If Lessor consents to any Transfer pursuant to the terms of this Article 13.2 (unless such contract or commitment is expressly conditioned upon such Transfer complying fully with the requirements and does not exercise any recapture rights Lessor may have under Article 13.3 of this Lease), without Lessee may within six (6) months after Lessor’s prior written consent, which consent shall but not be unreasonably withheld later than the expiration of said six-month period, enter into such Transfer of the Premises or delayedportion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Lessee to Lessor pursuant to Article 13.1 of this Lease, provided that if there are any changes in the terms and conditions for those specified in the Transfer Notice such that (i) no Event of Default Lessor would initially have been entitled to refuse its consent to such Transfer under this Article 13.2, or Potential Default shall exist hereunder either on the date Lessee delivers the applicable Transfer Notice (as hereinafter defined) to Lessor or on the effective date of such Transfer, (ii) there which would be no change in the Permitted Uses of the Premises following such Transfer, and (iii) such Transfer is to a Person (a “Qualified Transferee”) having both (A) Hotel Investment Experience or who has retained a Person with Hotel Investment Experience to oversee the operation and management of the Hotel, and (B) the financial ability to fully perform the obligations of Lessee under this Lease over the Term (including the payment of all Monetary Obligations); and in determining whether a Person is a Qualified Transferee, Lessor shall be entitled to consider all reasonable criteria including the level of experience of the proposed Transferee in the ownership, management, and operation of Luxury Hotel properties that are similar in character and quality to the Hotel, and the creditworthiness and financial stability of the proposed Transferee in light of the responsibilities involved. For any proposed Transfer that would be made to a Person which is not a Qualified Transferee, Lessor may give or withhold its consent in Lessor’s sole and absolute discretion, and may impose in connection therewith any conditions or requirements as Lessor shall determine are necessary or appropriate to preserve and protect the value of the Premises. Any Transfer made without Lessor’s prior written consent in accordance with the foregoing provisions of this Section 13.1 shall be void at Lessor’s sole option, which may be exercised by Lessor at any time within one (1) year after Lessor obtains Actual Knowledge of the consummation of such Transfer. Notwithstanding the foregoing, and provided that no Event of Default or Potential Default is in existence on the effective date of such Transfer, the consent of Lessor shall not be required for a Transfer (a “Permitted Transfer”) to any Person which (1) has a tangible net worth (determined in accordance with GAAP) which is not less than the tangible net worth of the then current Lessee, and (2) is a national hotel investment or operating company or firm for which, at all times following the Transfer during which such Person is the Lessee hereunder, any one or more of Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, or Xxx Xxxxxxxx (or any successor individuals who have been expressly approved in writing by Lessor for the purposes of this provision) will be senior managers or senior executives with primary responsibility for overseeing the day-to-day operations of such company or firm relating to the Hotel; provided that (a) in the event that at any time within the three (3) year period immediately following such Transfer the requirements of clause (2) above are not satisfied, the failure to satisfy such requirements shall be deemed to constitute a Transfer which shall require Lessor’s approval as provided above in this Section 13.1, and Lessee’s failure to request such approval within ten 10) Business Days following the date on which the requirements of clause (2) above are not satisfied, or the subsequent failure of Lessee to obtain Lessor’s approval of such deemed Transfer described in this clause (a) in accordance with the foregoing provisions of this Section 13.1(a), shall constitute an Event of Default by Lessee hereunder, and (b) the Lessee shall nevertheless, as a condition to the effectiveness of any such Permitted Transfer, provide Lessor with written notice of cause the proposed Transfer not less than ten (10) Business Days prior to be more favorable to the effective date thereof, accompanied by reasonably detailed information demonstrating compliance with Transferee than the foregoing requirements. (b) Notwithstanding the provisions of Section 13.1(a) aboveterms set forth in Lessee’s original Transfer Notice, Lessee shall have again submit the right from time to time to: (i) enter into, or permit the Operator or any Food and Beverage Operator to enter into, minor subleases or concessions of space within the Improvements (as used herein, a “minor sublease or concession” shall mean a sublease or concession arrangement with a retail merchant or other service provider which is compatible with a Luxury Hotel, is of reasonable size in relation to the areas of the Hotel suitable for such retail or other service uses, and (unless approved by Lessor in its reasonable discretion upon request from Lessee, which request shall include evidence reasonably satisfactory Transfer to Lessor that (A) such minor sublease or concession will not reduce the total keyed guest rooms and suites at the Hotel to less than ninety-five percent (95%) of the total keyed guest rooms and suites at the Hotel on the Term Commencement Date, and (B) the net operating revenues of the Hotel will not be decreased by reason of such minor sublease or concession) does not reduce the size or number of keyed guest rooms and suites in the Hotel); (ii) engage, or permit the Operator to engage, a qualified parking operator to be responsible for all garage and valet parking of vehicles at the Hotel for guests its approval and other customers, which engagement may be in the form action under this Article 13 (including Lessor’s right of a parking agreement or a garage sublease, in either instance on customary terms and conditions for a Luxury Hotel; (iii) subject to the provisions of Section 9 hereof, enter into, or permit the Operator to enter into, one or more food and beverage operating agreements or leases for the operation of the food and beverage services at the Hotel, on customary terms and conditions for a Luxury Hotel, provided that the same shall comply with the provisions of Section 14.2(h); and (iv) enter into, or permit the Operator to enter into, any other ordinary and customary agreements reasonably required for the proper and efficient operation of the Hotel as a Luxury Hotel which do not involve the creation of any subleasehold estate or other interest in the Premises on the part of the contracting party. None of the foregoing subleases, concession agreements, parking agreements or garage leases, food or beverage operating agreements or leases, or other ordinary and customary agreements (collectively, an “Operating Contract”), shall be considered to constitute a “Transfer” within the meaning recapture under Article 13.3 of this Lease; provided that (A) Lessee shall deliver to Lessor within thirty (30) days after the Term Commencement Date a true and complete list of all Operating Contracts for the Hotel, and shall update such list from time to time upon Lessor’s reasonable request, but in any event not less frequently than once each Operating Year, and further, at Lessor’s request from time to time, Lessee shall deliver to Lessor a true and complete copy of each such Operating Contract then in existence, and (B) except as otherwise expressly provided in this Lease or as Lessor may hereafter agree otherwise in writing, each Operating Contract shall be subject and subordinate to the right, title and interest of Lessor under this Lease and no Operating Contract shall survive the expiration or any earlier termination of this Lease or otherwise be binding on Lessor in any respect).

LESSOR’S CONSENT. (a) Lessee shall not effect a Transfer, or enter into any contract or commitment to effect a Transfer (unless such contract or commitment Lessor and Sublessee agree that the successful commercial profitability of the Marina Building is expressly conditioned upon such Transfer complying fully with the requirements of this Lease), without Lessor’s prior written consent, which consent shall not be unreasonably withheld or delayed, provided that (i) no Event of Default or Potential Default shall exist hereunder either based on the date Lessee delivers the applicable Transfer Notice (as hereinafter defined) to appropriate mix of retail and non-retail activity and that Lessor or on the effective date of such Transfer, (ii) there would be no change in the Permitted Uses of has leased the Premises following such Transferto Sublessee because, and (iii) such Transfer is to a Person (a “Qualified Transferee”) having both (A) Hotel Investment Experience or who has retained a Person with Hotel Investment Experience to oversee the operation and management of the Hotel, and (B) the financial ability to fully perform the obligations of Lessee under this Lease over the Term (including the payment of all Monetary Obligations); and in determining whether a Person is a Qualified Transferee, Lessor shall be entitled to consider all reasonable criteria including the level of experience of the proposed Transferee in the ownership, management, and operation of Luxury Hotel properties that are similar in character and quality to the Hotel, and the creditworthiness and financial stability of the proposed Transferee in light of the responsibilities involved. For any proposed Transfer that would be made to a Person which is not a Qualified Transferee, Lessor may give or withhold its consent in Lessor’s sole opinion, Sublessee’s physical presence and absolute discretioncommercial activity during the Term of this Lease will significantly contribute to the profitability, viability and may impose in connection therewith any conditions or requirements as Lessor shall determine are necessary or appropriate to preserve and protect the value success of the PremisesMarina Building. Any Transfer made without Lessor’s prior written consent in accordance with the foregoing provisions In recognition of this Section 13.1 shall be void at Lessor’s sole option, which may be exercised by Lessor at any time within one (1) year after Lessor obtains Actual Knowledge of the consummation of such Transfer. Notwithstanding the foregoing, and provided that no Event of Default or Potential Default is in existence on the effective date of such Transfer, the consent of Lessor shall not be required for a Transfer (a “Permitted Transfer”) to any Person which (1) has a tangible net worth (determined in accordance with GAAP) which is not less than the tangible net worth of the then current Lessee, and (2) is a national hotel investment or operating company or firm for which, at all times following the Transfer during which such Person is the Lessee hereunder, any one or more of Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, or Xxx Xxxxxxxx (or any successor individuals who have been expressly approved in writing by Lessor for the purposes of this provision) will be senior managers or senior executives with primary responsibility for overseeing the day-to-day operations of such company or firm relating to the Hotel; provided that (a) in the event that at any time within the three (3) year period immediately following such Transfer the requirements of clause (2) above are not satisfied, the failure to satisfy such requirements shall be deemed to constitute a Transfer which shall require Lessor’s approval as provided above in this Section 13.1, and Lessee’s failure to request such approval within ten 10) Business Days following the date on which the requirements of clause (2) above are not satisfied, or the subsequent failure of Lessee to obtain Lessor’s approval of such deemed Transfer described in this clause (a) in accordance with the foregoing provisions of this Section 13.1(a), shall constitute an Event of Default by Lessee hereunder, and (b) the Lessee shall nevertheless, as a condition to the effectiveness of any such Permitted Transfer, provide Lessor with written notice of the proposed Transfer not less than ten (10) Business Days prior to the effective date thereof, accompanied by reasonably detailed information demonstrating compliance with the foregoing requirements. (b) Notwithstanding the provisions of Section 13.1(a) above, Lessee shall have the right from time to time to: (i) enter into, or permit the Operator or any Food and Beverage Operator to enter into, minor subleases or concessions of space within the Improvements (as used herein, a “minor sublease or concession” shall mean a sublease or concession arrangement with a retail merchant or other service provider which is compatible with a Luxury Hotel, is of reasonable size in relation to the areas of the Hotel suitable for such retail or other service uses, and (unless approved by Lessor in its reasonable discretion upon request from Lessee, which request shall include evidence reasonably satisfactory to Lessor that (A) such minor sublease or concession will not reduce the total keyed guest rooms and suites at the Hotel to less than ninety-five percent (95%) of the total keyed guest rooms and suites at the Hotel on the Term Commencement Date, and (B) the net operating revenues of the Hotel will not be decreased by reason of such minor sublease or concession) does not reduce the size or number of keyed guest rooms and suites in the Hotel); (ii) engage, or permit the Operator to engage, a qualified parking operator to be responsible for all garage and valet parking of vehicles at the Hotel for guests and other customers, which engagement may be in the form of a parking agreement or a garage sublease, in either instance on customary terms and conditions for a Luxury Hotel; (iii) subject to the provisions of Section 9 hereofthis Article XI, enter into, Sublessee shall not assign this Lease or permit the Operator to enter into, one sublet all or more food and beverage operating agreements or leases for the operation any portion of the food and beverage services at Premises without the Hotelprior written consent of Lessor provided the requirements of this Article XI are satisfied in full. If consent to any assignment or subletting is given by Lessor, on customary terms and conditions for such consent shall not relieve Sublessee or any guarantor of this Lease from any obligation or liability under this Lease, nor shall such consent constitute a Luxury Hotel, provided that the same shall comply with waiver of the provisions of Section 14.2(h); this Article XI with respect to any future assignment or subletting. Lessor can withhold consent to the Sublessee’s proposed assignment or subletting for any reason. Lessor and Sublessee agree, by way of example and without limitation, that it shall be reasonable for Lessor to withhold its consent if any of the following situations exist or may exist: (iva) enter intoThe contemplated use of the Premises conflicts with the permitted use as set forth in Article V; (b) In Lessor’s reasonable business judgment, the proposed assignee or permit sub-sublessee lacks sufficient business reputation or experience to operate a successful business of the Operator to enter intotype and quality permitted and required under this Lease; (c) In Lessor’s reasonable business judgment, the present net worth of the proposed assignee or sub-sublessee is inadequate; (d) The proposed assignment or subletting would breach any covenant of Lessor in any other ordinary and customary agreements reasonably required for the proper and efficient operation of the Hotel as a Luxury Hotel which do not involve the creation of any subleasehold estate or other interest in the Premises on the part of the contracting party. None of the foregoing subleases, concession agreements, parking agreements or garage leases, food or beverage operating agreements or leaseslease financing agreement, or other ordinary and customary agreements agreement relating to the Marina Building, including, without limitation, covenants respecting radius, location, use and/or exclusivity; and/or (collectively, an “Operating Contract”), shall be considered e) The assignee or sub- sublessee requires any change or changes to constitute a “Transfer” within the meaning provisions of this Lease; provided that (A) Lessee shall deliver to Lessor within thirty (30) days after the Term Commencement Date a true and complete list of all Operating Contracts for the Hotel, and shall update such list from time to time upon Lessor’s reasonable request, but in any event not less frequently than once each Operating Year, and further, at Lessor’s request from time to time, Lessee shall deliver to Lessor a true and complete copy of each such Operating Contract then in existence, and (B) except as otherwise expressly provided in this Lease or as Lessor may hereafter agree otherwise in writing, each Operating Contract shall be subject and subordinate to the right, title and interest of Lessor under this Lease and no Operating Contract shall survive the expiration or any earlier termination of this Lease or otherwise be binding on Lessor in any respect.

LESSOR’S CONSENT. (a) Lessee shall not effect a Transfer, or enter into any contract or commitment to effect a Transfer (unless such contract or commitment is expressly conditioned upon such Transfer complying fully with the requirements of this Lease), without Lessor’s 's prior written consent, which consent shall not be unreasonably withheld or delayedwithheld, provided that (i) no Event of Default (or Potential Default shall exist event which with the giving of notice or the passage of time, or both, would constitute an Event of Default) is occurring hereunder either on the date Lessee delivers the applicable Transfer Notice (as hereinafter defined) to Lessor or on the effective date of such Transfer, and (ii) there would be no change in the Permitted Uses of the Premises following such Transfer, and (iii) such Transfer is to a Person (a “Qualified Transferee”) having both (A) Hotel Investment Experience or who has retained a Person with Hotel Investment Experience to oversee . Without otherwise limiting the operation and management of the Hotel, and (B) the financial ability to fully perform the obligations of Lessee under this Lease over the Term (including the payment of all Monetary Obligations); and in determining whether a Person is a Qualified Transfereecriteria upon which Lessor may withhold its consent, Lessor shall be entitled to consider all reasonable criteria including including, without limitation, the level of experience of the proposed Transferee in the ownership, development, management, and operation of Luxury Hotel properties that are projects similar in character and quality to the HotelProject, and the creditworthiness and financial stability of the proposed Transferee in light of the responsibilities involved. For any proposed Transfer that would be made to a Person which is not a Qualified Transferee, Lessor may give or withhold its consent in Lessor’s sole and absolute discretion, and may impose in connection therewith any conditions or requirements as Lessor shall determine are necessary or appropriate to preserve and protect the value of the Premises. Any Transfer made without Lessor’s 's prior written consent in accordance with the foregoing provisions of this Section 13.1 shall be void at Lessor’s 's sole option, which may be exercised by Lessor at any time within one (1) year after Lessor obtains Actual Knowledge of the consummation of such Transfer. Notwithstanding the foregoing, and provided that no Event of Default or Potential Default is in existence on the effective date of such Transfer, the consent of Lessor shall not be required for a Transfer (a “Permitted Transfer”) to any Person which (1) has a tangible net worth (determined in accordance with GAAP) which is not less than the tangible net worth of the then current Lessee, and (2) is a national hotel investment or operating company or firm for which, at all times following the Transfer during which such Person is the Lessee hereunder, any one or more of Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, or Xxx Xxxxxxxx (or any successor individuals who have been expressly approved in writing by Lessor for the purposes of this provision) will be senior managers or senior executives with primary responsibility for overseeing the day-to-day operations of such company or firm relating to the Hotel; provided that (a) in the event that at any time within the three (3) year period immediately following such Transfer the requirements of clause (2) above are not satisfied, the failure to satisfy such requirements shall be deemed to constitute a Transfer which shall require Lessor’s approval as provided above in this Section 13.1, and Lessee’s failure to request such approval within ten 10) Business Days following the date on which the requirements of clause (2) above are not satisfied, or the subsequent failure of Lessee to obtain Lessor’s approval of such deemed Transfer described in this clause (a) in accordance with the foregoing provisions of this Section 13.1(a), shall constitute an Event of Default by Lessee hereunder, and (b) the Lessee shall nevertheless, as a condition to the effectiveness of any such Permitted Transfer, provide Lessor with written notice of the proposed Transfer not less than ten (10) Business Days prior to the effective date thereof, accompanied by reasonably detailed information demonstrating compliance with the foregoing requirements. (b) Notwithstanding the provisions terms of Section 13.1(a) above, Lessee shall have the right from time to time to: (i) enter into, or permit the Operator or any Food and Beverage Operator to enter into, into minor subleases or concessions of space within Buildings, and (ii) Transfer its entire right, title and interest in and to this Lease to a Lessee Party, in either case, upon not less than thirty (30) days' prior written notice to, but without the Improvements (as consent of, Lessor. As used herein, a “minor sublease or concession” shall mean a sublease or concession arrangement with a retail merchant "Lessee Party" means (i) any partnership, corporation, limited liability company or other service provider which is compatible with a Luxury Hotelentity that controls, is of reasonable size in relation to the areas of the Hotel suitable for such retail controlled by or other service usesis under common control with, Lessee, and (unless approved ii) any entity that acquires (whether by Lessor in its reasonable discretion upon request from merger, asset acquisition or other reorganization) all or substantially all of the business and assets of Lessee, which request shall include evidence reasonably satisfactory to Lessor that ; and "control" means (A) such minor sublease or concession will not reduce the total keyed guest rooms and suites at the Hotel to less than ninetydirect ownership of fifty-five one percent (9551%) or EXHIBIT 10.27 more of the total keyed guest rooms and suites at the Hotel on the Term Commencement Datepartnership interests, voting stock, limited liability company membership interests or other beneficial interests of such entity, and (B) the net operating revenues of actual power to control the Hotel will not be decreased by reason management policies of such minor sublease or concession) does not reduce the size or number of keyed guest rooms and suites in the Hotel); (ii) engage, or permit the Operator to engage, a qualified parking operator to be responsible for all garage and valet parking of vehicles at the Hotel for guests and other customers, which engagement may be in the form of a parking agreement or a garage sublease, in either instance on customary terms and conditions for a Luxury Hotel; (iii) subject to the provisions of Section 9 hereof, enter into, or permit the Operator to enter into, one or more food and beverage operating agreements or leases for the operation of the food and beverage services at the Hotel, on customary terms and conditions for a Luxury Hotel, provided that the same shall comply with the provisions of Section 14.2(h); and (iv) enter into, or permit the Operator to enter into, any other ordinary and customary agreements reasonably required for the proper and efficient operation of the Hotel as a Luxury Hotel which do not involve the creation of any subleasehold estate or other interest in the Premises on the part of the contracting party. None of the foregoing subleases, concession agreements, parking agreements or garage leases, food or beverage operating agreements or leases, or other ordinary and customary agreements (collectively, an “Operating Contract”), shall be considered to constitute a “Transfer” within the meaning of this Lease; provided that (A) Lessee shall deliver to Lessor within thirty (30) days after the Term Commencement Date a true and complete list of all Operating Contracts for the Hotel, and shall update such list from time to time upon Lessor’s reasonable request, but in any event not less frequently than once each Operating Year, and further, at Lessor’s request from time to time, Lessee shall deliver to Lessor a true and complete copy of each such Operating Contract then in existence, and (B) except as otherwise expressly provided in this Lease or as Lessor may hereafter agree otherwise in writing, each Operating Contract shall be subject and subordinate to the right, title and interest of Lessor under this Lease and no Operating Contract shall survive the expiration or any earlier termination of this Lease or otherwise be binding on Lessor in any respectentity.