Common use of Removal of Properties as Portfolio Properties Clause in Contracts

Removal of Properties as Portfolio Properties. Each of the following shall be, with respect to any Portfolio Property, and subject to the immediately succeeding paragraph, a “Deconsolidation Event”: (i) if any Portfolio Property (other than an Exit Hotel sold (or deemed sold) in accordance with the terms of the Exit Hotel Agreement) ceases to be owned by Landlord as of the date hereof, or any Affiliate thereof or of HPT, which for the purposes hereof, shall include a transfer of a Controlling Interest in Landlord if following such transfer, Landlord is not owned or controlled by HPT or an Affiliate of HPT (a “Landlord Deconsolidation Event”); (ii) if any Portfolio Property (other than an Exit Hotel sold (or deemed sold) in accordance with the terms of the Exit Hotel Agreement) ceases to be leased by Tenant, or any Affiliate thereof or of HPT, which for the purposes hereof, shall include a transfer of a Controlling Interest in Tenant other than to HPT or an Affiliate of HPT (a “Tenant Deconsolidation Event”); or (iii) if the applicable Management Agreement is terminated with respect to such Portfolio Property, and the same does not otherwise result in the execution of a “New Management Agreement” under the applicable Owner Agreement (other than with respect to an Exit Hotel sold (or deemed sold) in accordance with the terms of the Exit Hotel Agreement) (a “Manager Deconsolidation Event”). Except as expressly set forth herein, no provision of this Agreement shall be construed as modifying the terms of the Lease or any Management Agreement, Franchise Agreement or Owner Agreement with respect to transfer of any interest of any part therein. Notwithstanding the foregoing, or anything to the contrary contained herein or in any other Portfolio Agreement, except with respect to a total condemnation of any Property, (1) no Landlord Deconsolidation Event shall or can occur prior to the expiration or earlier termination of this Agreement; (2) no Tenant Deconsolidation Event shall or can occur prior to the completion of the Renovations pursuant to the Renovation-Related Agreements; and (3) following the completion of the Renovations pursuant to the Renovation-Related Agreements, Tenant may consummate a Tenant Deconsolidation Event with respect to all (but not less than all) of the Portfolio Properties subject to this Agreement at the time of such Tenant Deconsolidation Event, at no cost to Marriott or the Managers, provided that (a) Landlord or an Affiliate thereof or HPT shall continue to own the Portfolio Properties, (b) the permitted purchaser must meet and comply with the requirements of Section 10.02 of the Management Agreements and those set forth in the Lease, and (c) Landlord, Tenant and the permitted purchaser shall execute and deliver such documents as Marriott and the Managers may reasonably require, including any documents required under the Owner Agreement, to reflect such assignment or transfer and the continued applicability of the Portfolio Agreements with respect to the Portfolio Properties. A. From and after the date of a Manager Deconsolidation Event with respect to any particular Portfolio Property, such Property shall no longer be treated as a Portfolio Property pursuant to this Agreement. If the Manager Deconsolidation Event occurs on a day other than the last day of a Portfolio Accounting Period, the parties shall exclude such prorated amounts of the Gross Revenues and Deductions (and other amounts as may be necessary) applicable to such Property for the period following the Manager Deconsolidation Event, as are appropriate in their reasonable judgment, in the calculation of Aggregate Gross Revenues and Aggregate Deductions (and other amounts as may be necessary) for the Portfolio Accounting Period in which the Manager Deconsolidation Event occurred. Additionally, the parties shall make such prorations, adjustments, allocations, and changes pursuant to the Allocation Formula set forth in Section 6.02.C hereof to reflect the removal of such Property from being subject to this Agreement, including, without limitation, to allocate to such Property its continuing liability with respect to any outstanding Additional Marriott Advances, any outstanding Additional Manager Advances, any outstanding Security Deposit Advances remaining to be replenished, and any outstanding Tenant Advances. Notwithstanding the foregoing, if the applicable Manager will not continue to manage the Property being removed pursuant to the Management Agreement applicable to such Property, then (a) Tenant shall require that any successor manager enter into a cash management agreement to which the applicable Manager and Marriott are each a party which provides for assurances that the Operating Profit for such Hotel is applied to repay amounts due to the applicable Manager and Marriott in accordance with Section 3.02.B of the Management Agreement with respect to the Hotel, as the applicable Manager and Marriott may reasonably require, or (b) HPT shall provide (and Tenant shall cause HPT to so provide) a written guaranty that the Operating Profit for such Hotel shall be applied to repay amounts due to the applicable Manager and Marriott in accordance with Section 3.02.B of the Management Agreement with respect to each such Hotel which Manager will no longer continue to manage. Additionally, in the case of a Manager Deconsolidation Event, Tenant and the applicable Manager, both acting reasonably, shall determine the portion of (1) the Pooled Working Capital allocable to the Property being removed from this Agreement and the amount of the Pooled Working Capital so allocated shall be remitted to the parties entitled to the same pursuant to the applicable Management Agreement, the Owner Agreement and this Agreement, and (2) the Pooled Reserve allocable to the Property being removed from this Agreement and the amount of the Pooled Reserve so allocated shall, after payment of all amounts properly payable therefrom pursuant to the Management Agreement and this Agreement: (i) if the Property which is the subject of such Manager Deconsolidation Event shall remain subject to the Lease, be made available to Tenant to allow Tenant to fulfill its obligations under the Lease, and (ii) otherwise, be delivered to Landlord. In determining the portion of the Pooled Reserve allocable to such Property, the parties shall take into account whether and when such Property and the Portfolio Properties have each undergone a substantial soft-goods or case-goods replacement.

Removal of Properties as Portfolio Properties. Each of the following shall be, with respect to any Portfolio Property, and subject to the immediately succeeding paragraph, a “Deconsolidation Event”: (i) if any Portfolio Property (other than with respect to an Exit Hotel sold (or deemed sold) in accordance with the terms of the Exit Hotel AgreementRemoval) ceases to be owned by the applicable Landlord as of the date hereof, or any Affiliate thereof or of HPTSVC, which for the purposes hereof, shall include a transfer of a Controlling Interest in such Landlord if following such transfer, such Landlord is not owned or controlled by HPT SVC or an Affiliate of HPT SVC (a “Landlord Deconsolidation Event”); (ii) if any Portfolio Property (other than with respect to an Exit Hotel sold (or deemed sold) in accordance with the terms of the Exit Hotel AgreementRemoval) ceases to be leased by the applicable Tenant, or any Affiliate thereof or of HPTSVC, which for the purposes hereof, shall include a transfer of a Controlling Interest in such Tenant other than to HPT SVC or an Affiliate of HPT SVC (a “Tenant Deconsolidation Event”); or (iii) if the applicable Management Agreement is terminated with respect to such Portfolio PropertyProperty (other than with respect to an Exit Hotel Removal), and the same such termination does not otherwise result in the execution of a “New Management Agreement” under new management agreement having the applicable Owner Agreement (other than with respect to an Exit Hotel sold (or deemed sold) in accordance with same terms as the terms of the Exit Hotel Agreement) applicable Management Agreement with SVC or an Affiliate of SVC (a “Manager Deconsolidation Event”). Except as expressly set forth herein, no provision of this Agreement shall be construed as modifying the terms of the Lease or any Lease, Management Agreement, Franchise Agreement or Owner Agreement with respect to transfer of any interest of any part therein. Notwithstanding the foregoing, or anything to the contrary contained herein or in any other Portfolio Agreement, except with respect to a total condemnation of any Portfolio Property, (1) no Landlord Deconsolidation Event shall or can occur prior to the expiration or earlier termination of this Agreement; (2) no Tenant Deconsolidation Event shall or can occur prior to the completion of the Renovations pursuant to the Renovation-Related Agreements; and (3) following the completion of the Renovations pursuant to the Renovation-Related Agreements, Tenant the Tenants may consummate a Tenant Deconsolidation Event with respect to all (but not less than all) of the Portfolio Properties subject to this Agreement at the time of such Tenant Deconsolidation Event, at no cost to Marriott or the Managers, provided that (a) the applicable Landlord or an Affiliate thereof or HPT SVC shall continue to own the Portfolio Properties, (b) the permitted purchaser must meet and comply with the requirements of Section 10.02 of the Management Agreements and those set forth in the applicable Lease, and (c) such Landlord, the applicable Tenant and the permitted purchaser shall execute and deliver such documents as Marriott and the Managers may reasonably require, including any documents required under the applicable Owner Agreement, to reflect such assignment or transfer and the continued applicability of the Portfolio Agreements with respect to the Portfolio Properties. A. From and after the date of a Manager Deconsolidation Event with respect to any particular Portfolio Property, such Property shall no longer be treated as a Portfolio Property pursuant to this Agreement. If the Manager Deconsolidation Event occurs on a day other than the last day of a Portfolio Accounting Period, the parties shall exclude such prorated amounts of the Gross Revenues and Deductions (and other amounts as may be necessary) applicable to such Property for the period following the Manager Deconsolidation Event, as are appropriate in their reasonable judgment, in the calculation of Aggregate Gross Revenues and Aggregate Deductions (and other amounts as may be necessary) for the Portfolio Accounting Period in which the Manager Deconsolidation Event occurred. Additionally, the parties shall make such prorations, adjustments, allocations, and changes pursuant to the Allocation Formula set forth in Section 6.02.C hereof to reflect the removal of such Property from being subject to this Agreement, including, without limitation, to allocate to such Property its continuing liability with respect to any outstanding Additional Marriott Advances, any outstanding Additional Manager Advances, any outstanding Security Deposit Advances remaining to be replenished, and any outstanding Tenant Advances. Notwithstanding the foregoing, if the applicable Manager will not continue to manage the Property being removed pursuant to the Management Agreement applicable to such Property, then (a) Tenant shall require that any successor manager enter into a cash management agreement to which the applicable Manager and Marriott are each a party which provides for assurances that the Operating Profit for such Hotel is applied to repay amounts due to the applicable Manager and Marriott in accordance with Section 3.02.B of the Management Agreement with respect to the Hotel, as the applicable Manager and Marriott may reasonably require, or (b) HPT shall provide (and Tenant shall cause HPT to so provide) a written guaranty that the Operating Profit for such Hotel shall be applied to repay amounts due to the applicable Manager and Marriott in accordance with Section 3.02.B of the Management Agreement with respect to each such Hotel which Manager will no longer continue to manage. Additionally, in the case of a Manager Deconsolidation Event, Tenant and the applicable Manager, both acting reasonably, shall determine the portion of (1) the Pooled Working Capital allocable to the Property being removed from this Agreement and the amount of the Pooled Working Capital so allocated shall be remitted to the parties entitled to the same pursuant to the applicable Management Agreement, the Owner Agreement and this Agreement, and (2) the Pooled Reserve allocable to the Property being removed from this Agreement and the amount of the Pooled Reserve so allocated shall, after payment of all amounts properly payable therefrom pursuant to the Management Agreement and this Agreement: (i) if the Property which is the subject of such Manager Deconsolidation Event shall remain subject to the Lease, be made available to Tenant to allow Tenant to fulfill its obligations under the Lease, and (ii) otherwise, be delivered to Landlord. In determining the portion of the Pooled Reserve allocable to such Property, the parties shall take into account whether and when such Property and the Portfolio Properties have each undergone a substantial soft-goods or case-goods replacement.

Removal of Properties as Portfolio Properties. A. Each of the following shall be, with respect to any Portfolio Property, and subject to the immediately succeeding paragraph, a “"Deconsolidation Event”": (i) if any Portfolio Property (other than an Exit Hotel sold (or deemed sold) in accordance with the terms of the Exit Hotel Agreement) ceases to be owned by Landlord (1) the owner of such Portfolio Property as of the date hereof, or (2) any Affiliate thereof of the owner of such Portfolio Property as of the date hereof or of HPT, which for or (3) any other permitted successor to the purposes hereof, shall include a transfer interest of a Controlling Interest in Landlord if following the owner of such transfer, Landlord is not owned or controlled by HPT or an Portfolio Property as of the date hereof and/or such Affiliate of the owner of such Portfolio Property as of the date hereof and HPT with respect to all (but not less than all) of the then-remaining Portfolio Properties (a “"Landlord Deconsolidation Event”"); , or (ii) if any Portfolio Property (other than an Exit Hotel sold (or deemed sold) in accordance with the terms of the Exit Hotel Agreement) ceases to be leased by (1) Tenant, or (2) any Affiliate thereof of Tenant or Landlord, or (3) any other permitted successor to the interest of HPTTenant, which for the purposes hereof, shall include a transfer of a Controlling Interest in Tenant other than to HPT or an Landlord and/or such Affiliate of HPT either of them with respect to all (but not less than all) of the then-remaining Portfolio Properties (a “"Tenant Deconsolidation Event”"); , or (iii) if the applicable Management Agreement is terminated with respect to such Portfolio Property, and the same does not otherwise result in the execution of a “New Management Agreement” under the applicable Owner Agreement (other than with respect to an Exit Hotel sold (or deemed sold) in accordance with the terms of the Exit Hotel Agreement) Property (a “"Manager Deconsolidation Event”"). Except as expressly set forth herein, no No provision of this Agreement shall be construed as modifying the terms of the any Lease or any Management Agreement, Franchise Agreement or Owner Agreement with respect to transfer transfers of any interest of any part therein. Notwithstanding the foregoing, or anything to the contrary contained herein or in any other Portfolio Agreement, except with respect to a total condemnation of any Property, (1) no Landlord Deconsolidation Event shall or can occur prior to the expiration or earlier termination of this Agreement; (2) no Tenant Deconsolidation Event shall or can occur prior to the completion of the Renovations pursuant to the Renovation-Related Agreements; and (3) following the completion of the Renovations pursuant to the Renovation-Related Agreements, Tenant may consummate a Tenant Deconsolidation Event with respect to all (but not less than all) of the Portfolio Properties subject to this Agreement at the time of such Tenant Deconsolidation Event, at no cost to Marriott or the Managers, provided that (a) Landlord or an Affiliate thereof or HPT shall continue to own the Portfolio Properties, (b) the permitted purchaser must meet and comply with the requirements of Section 10.02 of the Management Agreements and those set forth in the Lease, and (c) Landlord, Tenant and the permitted purchaser shall execute and deliver such documents as Marriott and the Managers may reasonably require, including any documents required under the Owner Agreement, to reflect such assignment or transfer and the continued applicability of the Portfolio Agreements with respect to the Portfolio Properties. A. B. From and after the date of a Tenant Deconsolidation Event or Manager Deconsolidation Event with respect to any particular Portfolio Property, such Property shall no longer be treated as a Portfolio Property pursuant to this Agreement. If the Manager Deconsolidation Event occurs on a day other than the last day of a Portfolio Accounting Period, the parties shall exclude such prorated amounts of the Gross Revenues and Deductions (and other amounts as may be necessary) applicable to such Property for the period following the Manager Deconsolidation Event, as are appropriate in their reasonable judgment, in the calculation of Aggregate Gross Revenues and Aggregate Deductions (and other amounts as may be necessary) for the Portfolio Accounting Period in which the Manager Deconsolidation Event occurred. Additionally, the parties shall make such prorations, adjustments, allocations, and changes pursuant to the Allocation Formula set forth in Section 6.02.C hereof to reflect the removal of such Property from being subject to this Agreement, including, without limitation, to allocate to such Property its continuing liability with respect to any outstanding Aggregate Priority Management Fee, any outstanding Additional Marriott Advances, any outstanding Additional Manager Advances, any outstanding Security Deposit Holdback Agreement Advances remaining to be replenished, and any outstanding Tenant Advances. Notwithstanding the foregoing, if the applicable Manager will not continue to manage the Property being removed pursuant to the Management Agreement applicable to such Property, then (a) Tenant shall require that any successor manager enter into a cash management agreement to which the applicable Manager and Marriott are each a party which provides for assurances that the Operating Profit for such Hotel is applied to repay amounts due to the applicable Manager and Marriott in accordance with Section 3.02.B of the Management Agreement with respect to the Hotel, as the applicable Manager and Marriott may reasonably require, or (b) HPT shall provide (and Tenant shall cause HPT to so provide) a written guaranty that the Operating Profit for such Hotel shall be applied to repay amounts due to the applicable Manager and Marriott in accordance with Section 3.02.B 3.02B of the Management Agreement with respect to each such Hotel which Manager will no longer continue to manage. Further notwithstanding the foregoing, if Tenant will not continue to lease the Property being removed pursuant to the Lease, then there shall be no reduction of the outstanding amount of any Tenant Working Capital Advances and Tenant Aggregate Operating Loss Advances. Additionally, in the case of a Manager Deconsolidation Event, Tenant and the applicable Manager, both acting reasonably, shall determine the portion of (1) the Pooled Working Capital allocable to the Property being removed from this Agreement and the amount of the Pooled Working Capital so allocated shall be remitted to the parties entitled to the same pursuant to the applicable Management Agreement, the Owner Agreement Agreements and this Agreement, and (2) the Pooled Reserve allocable to the Property being removed from this Agreement and the amount of the Pooled Reserve so allocated shall, after payment of all amounts properly payable therefrom pursuant to the Management Agreement and this Agreement: (i) if the Property which is the subject of such Manager Deconsolidation Event shall remain subject to the Lease, be made available to Tenant to allow Tenant to fulfill its obligations under the Lease, and (ii) otherwise, be delivered to Landlord. In determining the portion of the Pooled Reserve allocable to such Property, the parties shall take into account whether and when such Property and the Portfolio Properties have each undergone a substantial soft-goods or case-goods replacement.