Common use of Sale of the Hotel Clause in Contracts

Sale of the Hotel. A. TRS shall not enter into any Sale of the Hotel to any individual or entity which (i) does not, in Management Company’s reasonable judgment, have sufficient financial resources and liquidity to fulfill TRS’s obligations under this Agreement; (ii) is known in the community as being of bad moral character, or has been convicted of a felony in any state or federal court; or (iii) is (or any of its Affiliates is), a Specially Designated National or Blocked Person. Notwithstanding anything in this Section 20.01 A to the contrary, if Franchisor has approved the prospective purchaser or tenant as a franchisee, Management Company shall be deemed to have approved the Sale of the Hotel to such prospective purchaser or tenant. TRS shall not enter into a Sale of the Hotel if TRS is at the time in Default under the terms of this Agreement. B. If TRS receives a bona fide written offer to enter into a Sale of the Hotel, TRS shall give written notice thereof to Management Company, stating the name of the prospective purchaser or tenant. Such notice (the “Seller’s Notice”) shall include appropriate information relating to such prospective purchaser or tenant demonstrating compliance with Section 20.01 A. TRS shall also thereafter provide any additional information reasonably requested by Management Company. Concurrently with the finalization of such Sale of the Hotel, the purchaser or tenant shall by appropriate instrument reasonably satisfactory to Management Company, assume all of TRS’s obligations hereunder. An executed copy of such assumption agreement shall be delivered to Management Company at the closing or consummation of such Sale of the Hotel. If Management Company reasonably determines that a Sale of the Hotel to such prospective purchaser or tenant would violate the provisions of Section 20.01 A, Management Company shall so notify TRS by no later than thirty (30) days after Management Company’s receipt of Seller’s Notice, provided, however, that any decision regarding any such prospective purchaser or tenant shall not be binding if the information furnished by TRS is inaccurate. If TRS enters into an agreement for the Sale of the Hotel to a purchaser or tenant notwithstanding Management Company’s notice of non-compliance, Management Company shall have the right to terminate this Agreement by delivery of written termination notice to TRS not earlier than thirty (30) days, nor more than one hundred twenty (120) days following the date of the giving of such notice. Management Company shall have the right to change such effective date of Termination to coincide with the date of the finalization of the proposed Sale of the Hotel. At Management Company’s election, said notice of Termination shall not be effective if such Sale of the Hotel is not finalized. If (i) such Termination by Management Company results from an Default by TRS under Section 20.01 A, or (ii) TRS fails to deliver Seller’s Notice to Management Company prior to any Sale of the Hotel, Management Company shall have the right, at its option, to immediately terminate this Agreement upon thirty (30) days’ notice to TRS and, in either case, an Event of Default by TRS shall be deemed to have occurred and Management shall have the right to institute any and all proceedings permitted by law or equity, including without limitation, actions for specific performance and/or damages. C. Upon a Sale of the Hotel in compliance with this Article XX, TRS shall be released of all liabilities and obligations arising under and with respect to this Agreement on and after the date of such Sale of the Hotel; provided, however, that TRS shall continue to be liable for all obligations and amounts due which arise or accrue during the Term of this Agreement before the date of such Sale of the Hotel. No Sale of the Hotel shall reduce or otherwise affect: (a) the current level of Working Capital; (b) the current amount deposited in the Reserve; or (c) the amount in any of the Operating Accounts maintained by Management Company pursuant to this Agreement. If, in connection with any such Sale of the Hotel, the selling TRS intends to withdraw, for its own use, any of the cash deposits described in the preceding sentence, the selling TRS must obtain the contractual obligation of the new TRS to replenish those deposits (in identical amounts) simultaneously with such withdrawal. The selling TRS is hereby contractually obligated to Management Company to ensure that such replenishment in fact occurs. The obligations described in this Section 20.01 C shall survive the Sale of the Hotel and Termination of this Agreement. D. Each party hereby represents and warrants to the other that neither party nor any of its Affiliates is a Specially Designated National or Blocked Person. In connection with the possibility of a Sale of the Hotel achieved by means of a transfer of the controlling interest in TRS, as the case may be, TRS shall, from time to time, within thirty (30) days after written request by Management Company, furnish Management Company a list of the names and addresses of the direct and indirect owners of capital stock, partnership interest, or other proprietary interest of TRS, provided that TRS shall not be required to provide names and addresses of shareholders of a public company.

Sale of the Hotel. A. TRS Tenant may enter into a Sale of a Hotel to any Person which (1) is an Affiliate of Tenant, and (2) who assumes Tenant’s obligations with respect to such Hotel under this Agreement, the Owner Agreement (to the extent applicable to the Hotel being sold) and, to the extent applicable with respect to the “deconsolidation” provisions thereof, the Pooling Agreement (or ratifies each of such obligations if such Sale of a Hotel is pursuant to a transfer of a Controlling Interest in Tenant). Tenant shall not enter into any Sale of the a Hotel to any individual Person (or entity which any Affiliate of any Person) who (ia) does not, in Management Company’s reasonable judgment, not have sufficient financial resources and liquidity to fulfill TRSTenant’s obligations with respect to such Hotel under this Agreement, the Owner Agreement (to the extent applicable to the Hotel) and, to the extent applicable as set forth in the preceding sentence, the Pooling Agreement; (iib) is known in the community as being of bad moral character, or has been convicted of a felony in any state or federal court, or is in control of or controlled by Persons who have been convicted of felonies in any state or federal court; (c) is engaged in the business of operating (as distinguished from owning) at least five (5) hotels or other lodging facilities in competition with Manager, Marriott or any Affiliate of either; (d) fails to expressly assume in writing the obligations of Tenant hereunder and under the Owner Agreement (to the extent applicable to the Hotel); or (iiie) is (is, or any of its Affiliates has an Affiliate that is), a Specially Designated National or Blocked Person. Notwithstanding anything . B. Tenant shall provide written notice of any proposed Sale of a Hotel and shall provide to Manager such information concerning the proposed transferee’s financial condition, ownership and business interests and as may be reasonably necessary or appropriate in this Section 20.01 A order for Manager to determine if such transfer is consistent with the contraryabove provisions. C. In connection with any Sale of a Hotel, if Franchisor has approved Manager and the prospective purchaser or its tenant as a franchisee, Management Company shall be deemed to have approved the Sale of the Hotel to such prospective purchaser or tenant. TRS shall not enter into a Sale new management agreement with Manager, which new management agreement will be on all of the Hotel if TRS is terms and conditions of this Agreement (with revisions as reasonably required to account for the fact that such management agreement may be applicable to less than all of the Hotels subject to this Agreement) except that the Initial Term and Renewal Term(s) of any such new management agreement shall consist only of the balance of the Initial Term and Renewal Term(s) remaining under this Agreement at the time in Default under of execution of such new management agreement. Such new management agreement shall be executed by Manager and such new tenant at the terms time of this Agreement. B. If TRS receives a bona fide written offer to enter into closing of a Sale of the Hotel, TRS shall give written notice thereof to Management Company, stating the name of the prospective purchaser or tenant. Such notice (the “Seller’s Notice”) shall include appropriate information relating to such prospective purchaser or tenant demonstrating compliance with Section 20.01 A. TRS shall also thereafter provide any additional information reasonably requested by Management Company. Concurrently with the finalization and a memorandum of such Sale of the Hotel, the purchaser or tenant shall by appropriate instrument reasonably satisfactory to Management Company, assume all of TRS’s obligations hereunder. An executed copy of such assumption new management agreement shall be delivered executed by the parties and recorded immediately following recording of the deed or memorandum of lease or assignment and prior to Management Company at recordation of any other documents. D. Notwithstanding anything herein to the closing contrary, and in addition to the foregoing, a sale (or consummation deemed sale) of such an Exit Hotel may be consummated, in accordance with the terms and conditions of the Exit Hotel Agreement. E. Notwithstanding anything herein to the contrary, including the foregoing provisions of this Article X, other than in connection with the sale (or deemed sale) of an Exit Hotel pursuant to Section 10.02.D above, (a) no Sale of a Hotel by Tenant shall or can occur prior to the Hotel. If Management Company reasonably determines that completion of the Renovations pursuant to the Renovation-Related Agreements, and (b) following the completion of the Renovations pursuant to the Renovation-Related Agreements, Tenant may consummate a Sale of the Hotel a Hotel, at no cost to such prospective purchaser Manager or tenant would violate the provisions of Section 20.01 AMarriott, Management Company shall so notify TRS by no later than thirty (30) days after Management Company’s receipt of Seller’s Notice, provided, however, provided that any decision regarding any such prospective purchaser or tenant shall not be binding if the information furnished by TRS is inaccurate. If TRS enters into an agreement for the Sale of the Hotel to a purchaser or tenant notwithstanding Management Company’s notice of non-compliance, Management Company shall have the right to terminate this Agreement by delivery of written termination notice to TRS not earlier than thirty (30) days, nor more than one hundred twenty (120) days following the date of the giving of such notice. Management Company shall have the right to change such effective date of Termination to coincide with the date of the finalization of the proposed Sale of the Hotel. At Management Company’s election, said notice of Termination shall not be effective if such Sale of the Hotel is not finalized. If (i) the applicable Landlord or an Affiliate thereof or SVC shall continue to own such Termination by Management Company results from an Default by TRS under Section 20.01 AHotel, or (ii) TRS fails to deliver Seller’s Notice to Management Company prior to any Sale of the Hotel, Management Company shall have permitted purchaser must meet and comply with the right, at its option, to immediately terminate this Agreement upon thirty (30) days’ notice to TRS and, in either case, an Event of Default by TRS shall be deemed to have occurred and Management shall have the right to institute any and all proceedings permitted by law or equity, including without limitation, actions for specific performance and/or damages. C. Upon a Sale of the Hotel in compliance with this Article XX, TRS shall be released of all liabilities and obligations arising under and with respect to this Agreement on and after the date of such Sale of the Hotel; provided, however, that TRS shall continue to be liable for all obligations and amounts due which arise or accrue during the Term requirements of this Agreement before Section 10.02 and those set forth in the date of such Sale of the Hotel. No Sale of the Hotel shall reduce or otherwise affect: Lease, and (aiii) the current level of Working Capital; (b) applicable Landlord, Tenant and the current amount deposited in the Reserve; or (c) the amount in any of the Operating Accounts maintained by Management Company pursuant permitted purchaser shall execute and deliver such documents as Manager may reasonably require to this Agreement. If, in connection with any reflect such Sale of the Hotel, the selling TRS intends to withdraw, for its own use, any of the cash deposits described in the preceding sentence, the selling TRS must obtain the contractual obligation of the new TRS to replenish those deposits (in identical amounts) simultaneously with such withdrawal. The selling TRS is hereby contractually obligated to Management Company to ensure that such replenishment in fact occurs. The obligations described in this Section 20.01 C shall survive the Sale of the Hotel and Termination of this Agreementassignment. D. Each party hereby represents and warrants to the other that neither party nor any of its Affiliates is a Specially Designated National or Blocked Person. In connection with the possibility of a Sale of the Hotel achieved by means of a transfer of the controlling interest in TRS, as the case may be, TRS shall, from time to time, within thirty (30) days after written request by Management Company, furnish Management Company a list of the names and addresses of the direct and indirect owners of capital stock, partnership interest, or other proprietary interest of TRS, provided that TRS shall not be required to provide names and addresses of shareholders of a public company.

Sale of the Hotel. A. TRS Tenant may enter into a Sale of the Hotel to any Person which (1) is an Affiliate of Tenant, and (2) who assumes Tenant’s obligations with respect to the Hotel under this Agreement, the Owner Agreement (to the extent applicable to the Hotel being sold) and, to the extent applicable with respect to the “deconsolidation” provisions thereof, the Pooling Agreement (or ratifies each of such obligations if such Sale of the Hotel is pursuant to a transfer of a Controlling Interest in Tenant). Tenant shall not enter into any Sale of the Hotel to any individual Person (or entity which any Affiliate of any Person) who (ia) does not, in Management Company’s reasonable judgment, not have sufficient financial resources and liquidity to fulfill TRSTenant’s obligations with respect to the Hotel under this Agreement, the Owner Agreement and, to the extent applicable as set forth in the preceding sentence, the Pooling Agreement; (iib) is known in the community as being of bad moral character, or has been convicted of a felony in any state or federal court, or is in control of or controlled by Persons who have been convicted of felonies in any state or federal court; (c) is engaged in the business of operating (as distinguished from owning) at least five (5) hotels or other lodging facilities in competition with Manager, Marriott or any Affiliate of either; (d) fails to expressly assume in writing the obligations of Tenant hereunder and under the Owner Agreement; or (iiie) is (is, or any of its Affiliates has an Affiliate that is), a Specially Designated National or Blocked Person. Notwithstanding anything in this Section 20.01 A to the contrary, if Franchisor has approved the prospective purchaser or tenant as a franchisee, Management Company . B. Tenant shall be deemed to have approved the provide written notice of any proposed Sale of the Hotel and shall provide to Manager such prospective information concerning the proposed transferee’s financial condition, ownership and business interests and as may be reasonably necessary or appropriate in order for Manager to determine if such transfer is consistent with the above provisions. C. In connection with any Sale of the Hotel, Manager and the purchaser or tenant. TRS its tenant shall not enter into a Sale new management agreement with Manager, which new management agreement will be on all of the Hotel if TRS is terms and conditions of this Agreement except that the Initial Term and Renewal Term(s) of any such new management agreement shall consist only of the balance of the Initial Term and Renewal Term(s) remaining under this Agreement at the time in Default under of execution of such new management agreement. Such new management agreement shall be executed by Manager and such new tenant at the terms time of this Agreement. B. If TRS receives a bona fide written offer to enter into closing of a Sale of the Hotel, TRS shall give written notice thereof to Management Company, stating the name of the prospective purchaser or tenant. Such notice (the “Seller’s Notice”) shall include appropriate information relating to such prospective purchaser or tenant demonstrating compliance with Section 20.01 A. TRS shall also thereafter provide any additional information reasonably requested by Management Company. Concurrently with the finalization and a memorandum of such Sale of the Hotel, the purchaser or tenant shall by appropriate instrument reasonably satisfactory to Management Company, assume all of TRS’s obligations hereunder. An executed copy of such assumption new management agreement shall be delivered to Management Company at executed by the closing or consummation of such Sale parties and recorded immediately following recording of the Hotel. If Management Company reasonably determines that a Sale deed or memorandum of the Hotel to such prospective purchaser lease or tenant would violate the provisions of Section 20.01 A, Management Company shall so notify TRS by no later than thirty (30) days after Management Company’s receipt of Seller’s Notice, provided, however, that any decision regarding any such prospective purchaser or tenant shall not be binding if the information furnished by TRS is inaccurate. If TRS enters into an agreement for the Sale of the Hotel to a purchaser or tenant notwithstanding Management Company’s notice of non-compliance, Management Company shall have the right to terminate this Agreement by delivery of written termination notice to TRS not earlier than thirty (30) days, nor more than one hundred twenty (120) days following the date of the giving of such notice. Management Company shall have the right to change such effective date of Termination to coincide with the date of the finalization of the proposed Sale of the Hotel. At Management Company’s election, said notice of Termination shall not be effective if such Sale of the Hotel is not finalized. If (i) such Termination by Management Company results from an Default by TRS under Section 20.01 A, or (ii) TRS fails to deliver Seller’s Notice to Management Company assignment and prior to recordation of any Sale of the Hotel, Management Company shall have the right, at its option, to immediately terminate this Agreement upon thirty (30) days’ notice to TRS and, in either case, an Event of Default by TRS shall be deemed to have occurred and Management shall have the right to institute any and all proceedings permitted by law or equity, including without limitation, actions for specific performance and/or damagesother documents. C. Upon a Sale of the Hotel in compliance with this Article XX, TRS shall be released of all liabilities and obligations arising under and with respect to this Agreement on and after the date of such Sale of the Hotel; provided, however, that TRS shall continue to be liable for all obligations and amounts due which arise or accrue during the Term of this Agreement before the date of such Sale of the Hotel. No Sale of the Hotel shall reduce or otherwise affect: (a) the current level of Working Capital; (b) the current amount deposited in the Reserve; or (c) the amount in any of the Operating Accounts maintained by Management Company pursuant to this Agreement. If, in connection with any such Sale of the Hotel, the selling TRS intends to withdraw, for its own use, any of the cash deposits described in the preceding sentence, the selling TRS must obtain the contractual obligation of the new TRS to replenish those deposits (in identical amounts) simultaneously with such withdrawal. The selling TRS is hereby contractually obligated to Management Company to ensure that such replenishment in fact occurs. The obligations described in this Section 20.01 C shall survive the Sale of the Hotel and Termination of this Agreement. D. Each party hereby represents and warrants to the other that neither party nor any of its Affiliates is a Specially Designated National or Blocked Person. In connection with the possibility of a Sale of the Hotel achieved by means of a transfer of the controlling interest in TRS, as the case may be, TRS shall, from time to time, within thirty (30) days after written request by Management Company, furnish Management Company a list of the names and addresses of the direct and indirect owners of capital stock, partnership interest, or other proprietary interest of TRS, provided that TRS shall not be required to provide names and addresses of shareholders of a public company.

Sale of the Hotel. A. TRS Owner shall not enter into any Sale of the Hotel to any individual or entity which (i) does not, in Management Company’s reasonable judgment, have sufficient financial resources and liquidity to fulfill TRSOwner’s obligations under this Agreement; (ii) is known in the community as being of bad moral character, or has been convicted of a felony in any state or federal court; or (iii) is (or any of its Affiliates is), a Specially Designated National or Blocked Person. Notwithstanding anything in this Section 20.01 A to the contrary, if Franchisor has approved the prospective purchaser or tenant as a franchisee, Management Company shall be deemed to have approved the Sale of the Hotel to such prospective purchaser or tenant. TRS Owner shall not enter into a Sale of the Hotel if TRS Owner is at the time in Default under the terms of this Agreement. B. If TRS Owner receives a bona fide written offer to enter into a Sale of the Hotel, TRS Owner shall give written notice thereof to Management Company, stating the name of the prospective purchaser or tenant. Such notice (the “Seller’s Notice”) shall include appropriate information relating to such prospective purchaser or tenant demonstrating compliance with Section 20.01 A. TRS Owner shall also thereafter provide any additional information reasonably requested by Management Company. Concurrently with the finalization of such Sale of the Hotel, the purchaser or tenant shall by appropriate instrument reasonably satisfactory to Management Company, assume all of TRSOwner’s obligations hereunder. An executed copy of such assumption agreement shall be delivered to Management Company at the closing or consummation of such Sale of the Hotel. If Management Company reasonably determines that a Sale of the Hotel to such prospective purchaser or tenant would violate the provisions of Section 20.01 A, Management Company shall so notify TRS Owner by no later than thirty (30) days after Management Company’s receipt of Seller’s Notice, provided, however, that any decision regarding any such prospective purchaser or tenant shall not be binding if the information furnished by TRS Owner is inaccurate. If TRS Owner enters into an agreement for the Sale of the Hotel to a purchaser or tenant notwithstanding Management Company’s notice of non-compliance, Management Company shall have the right to terminate this Agreement by delivery of written termination notice to TRS Owner not earlier than thirty (30) days, nor more than one hundred twenty (120) days following the date of the giving of such notice. Management Company shall have the right to change such effective date of Termination to coincide with the date of the finalization of the proposed Sale of the Hotel. At Management Company’s election, said notice of Termination shall not be effective if such Sale of the Hotel is not finalized. If (i) such Termination by Management Company results from an Default by TRS Owner under Section 20.01 A, or (ii) TRS Owner fails to deliver Seller’s Notice to Management Company prior to any Sale of the Hotel, Management Company shall have the right, at its option, to immediately terminate this Agreement upon thirty (30) days’ notice to TRS Owner and, in either case, an Event of Default by TRS Owner shall be deemed to have occurred and Management shall have the right to institute any and all proceedings permitted by law or equity, including without limitation, actions for specific performance and/or damages. C. Upon a Sale of the Hotel in compliance with this Article XX, TRS Owner shall be released of all liabilities and obligations arising under and with respect to this Agreement on and after the date of such Sale of the Hotel; provided, however, that TRS Owner shall continue to be liable for all obligations and amounts due which arise or accrue during the Term of this Agreement before the date of such Sale of the Hotel. No Sale of the Hotel shall reduce or otherwise affect: (a) the current level of Working Capital; (b) the current amount deposited in the Reserve; or (c) the amount in any of the Operating Accounts maintained by Management Company pursuant to this Agreement. If, in connection with any such Sale of the Hotel, the selling TRS Owner intends to withdraw, for its own use, any of the cash deposits described in the preceding sentence, the selling TRS Owner must obtain the contractual obligation of the new TRS Owner to replenish those deposits (in identical amounts) simultaneously with such withdrawal. The selling TRS Owner is hereby contractually obligated to Management Company to ensure that such replenishment in fact occurs. The obligations described in this Section 20.01 C shall survive the Sale of the Hotel and Termination of this Agreement. D. Each party hereby represents and warrants to the other that neither party nor any of its Affiliates is a Specially Designated National or Blocked Person. In connection with the possibility of a Sale of the Hotel achieved by means of a transfer of the controlling interest in TRSOwner, as the case may be, TRS Owner shall, from time to time, within thirty (30) days after written request by Management Company, furnish Management Company a list of the names and addresses of the direct and indirect owners of capital stock, partnership interest, or other proprietary interest of TRSOwner, provided that TRS Owner shall not be required to provide names and addresses of shareholders of a public company.

Sale of the Hotel. A. TRS Neither Owner nor Landlord shall not enter into any Sale of the Hotel to any individual Person (or entity which any Affiliate of any Person) who (i1) does not, in Management CompanyManager’s reasonable judgment, have sufficient financial resources and liquidity to fulfill TRSOwner’s obligations under this Agreement; (ii2) is known in the community as being of bad moral character, or has been convicted of a felony in any state or federal court, or is in control of or controlled by Persons who have been convicted of felonies in any state or federal court; (3) either directly or indirectly, has an ownership interest (other than the ownership of not more than five percent (5%) of the outstanding common stock of any publicly-held company) in a brand of hotels totaling at least twenty (20) hotels, or in a group of hotels totaling at least twenty (20) hotels that are not affiliated with a brand but that are marketed and operated as a collective group, if such brand or group of hotels competes with Manager, Marriott or any Affiliate thereof; or (iii4) is (such Person or any of its Affiliates is), is a Specially Designated National or Blocked Person. Notwithstanding anything in this Section 20.01 A to the contrary, if Franchisor has approved the prospective purchaser An individual or tenant as a franchisee, Management Company entity shall not be deemed to have approved be in the Sale business of operating hotels or other lodging facilities in competition with Manager, Marriott or any Affiliate solely by virtue of (x) the Hotel to ownership of such prospective purchaser hotels or tenantother lodging facilities, either directly or indirectly through subsidiaries, affiliates and partnerships, or (y) holding a mortgage or mortgages secured by one or more hotels or other lodging facilities. TRS Furthermore, Owner shall not enter into a Sale of the Hotel if TRS Owner is at the time in Default under the terms of this Agreement. B. If TRS receives Owner or Landlord decides to sell or lease the Hotel to a bona fide written offer third party, then prior to enter into offering the Hotel for sale or lease or negotiating a Sale of the Hotel with any third party, Owner and Landlord will give Manager notice of such decision (“Notice of Intent to Sell”), and Owner and Landlord, as applicable, and Manager will, during the period of thirty (30) days after such notice, attempt in good faith to negotiate a mutually satisfactory agreement for the purchase of the Hotel. For purposes of this Section 10.02.B., a sale to a third party shall not include any transfer, sale or assignment to a Mortgagee nor to a sale at Foreclosure under a Mortgage. If, after the expiration of thirty (30) days following the date of Owner’s notice of its desire to sell or lease the Hotel, TRS Owner, Landlord and Manager have not entered into a mutually acceptable agreement for the purchase or lease of the Hotel, Owner or Landlord shall give be free, subject to the conditions of this Section 10.02, to sell or lease the Hotel to a third party provided; (i) the Hotel is to be sold or leased in conjunction with other hotels not operated by Manager or its Affiliates, or other hotels operated by Manager or it Affiliates but for which Manager or such Affiliates do not have a right of first negotiation as described in this Section 10.02.B; or (ii) the Hotel is sold as a single asset or is sold in conjunction with other hotels operated by Manager or its Affiliates for which Manager or such Affiliates have a right of first negotiation as described in this Section 10.02.B, and the price or rental for the Hotel to such third party has not been reduced by more than five percent (5%) of the price or rental which Owner or Landlord offered to sell or rent the Hotel to Manager. Notwithstanding the foregoing, any sale or lease shall be subject to the following further conditions: 1. Owner and Landlord shall deliver a written notice thereof (the “Notice of Proposed Sale”) (which Notice of Proposed Sale may be given concurrently with the Notice of Intent to Management CompanySell), stating of the proposed Sale of the Hotel to Manager stating: (i) the name of the prospective purchaser or tenant. Such notice , as the case may be; (ii) the “Seller’s Notice”price or rental; and (iii) shall include appropriate information relating to such prospective purchaser or tenant demonstrating compliance with Section 20.01 A. TRS shall also thereafter provide any additional information reasonably requested by Management Company. Concurrently with the finalization terms and conditions of such proposed Sale of the Hotel, together with all other information reasonably requested by Manager. 2. Within thirty (30) days after the date of receipt of such Notice of Proposed Sale from Owner and such other information, if Manager and Landlord or Owner have not entered into a mutually acceptable agreement for the purchase or lease of the Hotel, Manager shall elect, by written notice to Owner and Landlord, one of the following two (2) alternatives: a. To consent to such Sale of the Hotel and to the assignment of this Agreement to such purchaser or tenant, provided that concurrently with the closing thereof, the purchaser or tenant shall tenant, as the case may be, shall, by appropriate instrument reasonably in form satisfactory to Management CompanyManager, assume all of TRSOwner’s obligations hereunderunder this Agreement. An executed copy original of such assumption agreement shall be delivered to Management Company at Manager; or b. To not consent to such proposed Sale of the closing or consummation Hotel, based upon such Sale of the Hotel not being in compliance with Section 10.02.A. above, specifying in reasonable detail the reasons for such decision, in which event such Sale of the Hotel shall not be permitted hereunder and it shall be an Event of Default for Owner to proceed with such Sale of the Hotel. C. If Manager shall fail to elect one of the alternatives set forth in Section 10.02.B.2. If Management Company reasonably determines that a above, within said thirty (30) day period, such failure shall be deemed to constitute an election to consent under Section 10.02.B.2.a. above, and the provisions thereof shall prevail as if Manager had consented in writing thereto. Any proposed Sale of the Hotel with respect to such prospective purchaser or tenant would violate the provisions which a Notice of Section 20.01 A, Management Company shall so notify TRS Proposed Sale has been delivered by no later than thirty (30) days after Management Company’s receipt of Seller’s Notice, provided, however, that any decision regarding any such prospective purchaser or tenant shall not Owner to Manager hereunder must be binding if the information furnished by TRS is inaccurate. If TRS enters into an agreement for the Sale of the Hotel to a purchaser or tenant notwithstanding Management Company’s notice of non-compliance, Management Company shall have the right to terminate this Agreement by delivery of written termination notice to TRS not earlier than thirty (30) days, nor more than finalized within one hundred twenty eighty (120180) days following the date of Manager’s written notice in response to such Notice of Proposed Sale. Failing such finalization, such Notice of Proposed Sale, and any response thereto given by Manager, shall be null and void and all of the giving provisions of such notice. Management Company Section 10.02.B. and Section 10.02.C. must again be complied with before Owner or Landlord, as applicable, shall have the right to change such effective date of Termination to coincide with the date finalize a Sale of the finalization Hotel upon the terms contained in said Notice of Proposed Sale, or otherwise. D. If Manager consents (or is deemed to have consented) to the proposed Sale of the Hotel. At Management Company’s election, said notice then Manager shall have the option to require (in lieu of Termination shall not be effective if such Sale receipt of the Hotel is not finalizedassumption agreement described in Section 10.02.B.2.a.) that such purchaser or tenant enter into a new management agreement with Manager, which new management agreement will be on all of the terms and conditions of this Agreement except that the Initial Term and Renewal Term(s) of any such new agreement shall consist only of the balance of the Initial Term and Renewal Term(s) remaining under this Agreement at the time of execution of any such new management agreement. If (i) Such new management agreement shall be executed by Manager and such Termination by Management Company results from an Default by TRS under Section 20.01 A, or (ii) TRS fails to deliver Seller’s Notice to Management Company prior to any new owner at the time of closing of the Sale of the Hotel, Management Company shall have the right, at its option, to immediately terminate this Agreement upon thirty (30) days’ notice to TRS and, in either case, an Event and a memorandum of Default by TRS such new management agreement shall be deemed executed by the parties and recorded immediately following recording of the deed or memorandum of lease (or assignment) and prior to have occurred and Management shall have the right to institute recordation of any and all proceedings permitted by law or equity, including without limitation, actions for specific performance and/or damagesother documents. C. Upon a Sale of the Hotel in compliance with this Article XX, TRS shall be released of all liabilities and obligations arising under and with respect to this Agreement on and after the date of such Sale of the Hotel; provided, however, that TRS shall continue to be liable for all obligations and amounts due which arise or accrue during the Term of this Agreement before the date of such Sale of the Hotel. No Sale of the Hotel shall reduce or otherwise affect: (a) the current level of Working Capital; (b) the current amount deposited in the Reserve; or (c) the amount in any of the Operating Accounts maintained by Management Company pursuant to this Agreement. If, in connection with any such Sale of the Hotel, the selling TRS intends to withdraw, for its own use, any of the cash deposits described in the preceding sentence, the selling TRS must obtain the contractual obligation of the new TRS to replenish those deposits (in identical amounts) simultaneously with such withdrawal. The selling TRS is hereby contractually obligated to Management Company to ensure that such replenishment in fact occurs. The obligations described in this Section 20.01 C shall survive the Sale of the Hotel and Termination of this Agreement. D. E. Each party hereby represents and warrants to the other that neither such party nor any of its Affiliates is a Specially Designated National or Blocked Person. Owner hereby represents and warrants to Manager that its equity is directly and (if applicable) indirectly owned as shown on Exhibit B. In connection with the possibility of a Sale of the Hotel achieved by means of a transfer of the controlling interest in TRSOwner or Landlord, as the case may be, TRS Owner shall, from time to time, within thirty (30) days after written request by Management CompanyManager, furnish Management Company Manager with a list of the names and addresses of the direct and indirect owners of capital stock, partnership interest, or other proprietary interest of TRSOwner and Landlord, provided that TRS Owner and Landlord shall not be required to provide the names and addresses of shareholders of a public company. F. It is understood that no Sale of the Hotel shall reduce, require any increase or otherwise affect: (i) the current level of Working Capital; (ii) the outstanding balance deposited in the Reserve; (iii) the outstanding balance in any of the Operating Accounts maintained by Manager pursuant to this Agreement; or (iv) Owner’s Priority. If, in connection with any Sale of the Hotel, the selling Owner intends to withdraw, for its own use, any of the cash deposits described in the preceding sentence, the selling Owner must obtain the contractual obligation of the buying Owner to replenish those deposits (in the identical amounts) simultaneously with such withdrawal. The selling Owner is hereby contractually obligated to Manager to ensure that such replenishment in fact occurs. The obligations described in this Section 10.02.F. shall survive such Sale of the Hotel and shall survive Termination. G. The terms and provisions of this Agreement shall be binding upon all successors to Owner’s and Landlord’s interest in the Site and/or the Hotel. Each selling Owner shall be obligated to Manager to obtain from each buying Owner an assumption (reasonably satisfactory to Manager) of this Agreement. H. To the extent permitted by applicable law, Manager shall have the right (without prejudice to its rights to declare an Event of Default and seek damages or other compensation) to terminate this Agreement, on thirty (30) days’ written notice, if title to or possession of the Hotel is transferred by judicial or administrative process (including, without limitation, a Foreclosure, or a sale pursuant to an order of a bankruptcy court, or a sale by a court-appointed receiver) to an individual or entity which would not qualify as a permitted transferee under Section 10.02.A., regardless of whether or not such transfer is the voluntary action of the transferring Owner, or whether (under applicable law) the Owner is in fact the transferor.

Sale of the Hotel. A. TRS Tenant may enter into a Sale of a Hotel to any Person which (1) is an Affiliate of Tenant, and (2) who assumes Tenant's obligations with respect to such Hotel under this Agreement, the Owner Agreement (to the extent applicable to the Hotel being sold), the corresponding Franchise Agreement and, to the extent applicable with respect to the "deconsolidation" provisions thereof, the Pooling Agreement (or ratifies each of such obligations if such Sale of a Hotel is pursuant to a transfer of a Controlling Interest in Tenant). Tenant shall not enter into any Sale of the a Hotel to any individual or entity Person which is not an Affiliate of Tenant (ia) which does not, in Management Company’s reasonable judgment, not have sufficient financial resources and liquidity to fulfill TRS’s Tenant's obligations with respect to such Hotel under this Agreement, the Owner Agreement (to the extent applicable to the Hotel), the Franchise Agreement, and, to the extent applicable as set forth in the preceding sentence, the Pooling Agreement; (iib) which is known in the community as being of bad moral charactercontrol of, or has is controlled by, Persons who have been convicted of a felony felonies involving moral turpitude in any state or federal court; (c) which owns or has an equity interest in a hotel brand, tradename, system, or chain having at least five (iii5) is hotels (excluding a mere franchisee or any mere passive investor); and (d) which fails to expressly assume in writing the obligations of its Affiliates isTenant hereunder and under the Owner Agreement (to the extent applicable to the Hotel), a Specially Designated National or Blocked Person. Notwithstanding anything in this Section 20.01 A the Franchise Agreement, and, to the contraryextent applicable as set forth in the preceding sentence, if Franchisor has approved the prospective purchaser or tenant as a franchisee, Management Company shall be deemed to have approved the Sale of the Hotel to such prospective purchaser or tenant. TRS shall not enter into a Sale of the Hotel if TRS is at the time in Default under the terms of this Pooling Agreement. B. If TRS receives Tenant shall provide written notice of any proposed Sale of a bona fide written offer Hotel and shall provide to Manager such information concerning the proposed transferee's financial condition, ownership and business interests and as may be reasonably necessary or appropriate in order for Manager to determine if such transfer is consistent with the above provisions. C. In connection with any Sale of a Hotel, Manager and the purchaser or its tenant shall enter into a new management agreement with Manager, which new management agreement will be on all of the terms and conditions of this Agreement (with revisions as reasonably required to account for the fact that such management agreement may be applicable to less than all of the Hotels subject to this Agreement) except that the Initial Term and Renewal Term(s) of any such new management agreement shall consist only of the balance of the Initial Term and Renewal Term(s) remaining under this Agreement at the time of execution of such new management agreement. Such new management agreement shall be executed by Manager and such new tenant at the time of closing of a Sale of the Hotel, TRS shall give written notice thereof to Management Company, stating the name of the prospective purchaser or tenant. Such notice (the “Seller’s Notice”) shall include appropriate information relating to such prospective purchaser or tenant demonstrating compliance with Section 20.01 A. TRS shall also thereafter provide any additional information reasonably requested by Management Company. Concurrently with the finalization and a memorandum of such Sale of the Hotel, the purchaser or tenant shall by appropriate instrument reasonably satisfactory to Management Company, assume all of TRS’s obligations hereunder. An executed copy of such assumption new management agreement shall be delivered to Management Company at executed by the closing or consummation of such Sale parties and recorded immediately following recording of the Hotel. If Management Company reasonably determines that a Sale deed or memorandum of the Hotel to such prospective purchaser lease or tenant would violate the provisions of Section 20.01 A, Management Company shall so notify TRS by no later than thirty (30) days after Management Company’s receipt of Seller’s Notice, provided, however, that any decision regarding any such prospective purchaser or tenant shall not be binding if the information furnished by TRS is inaccurate. If TRS enters into an agreement for the Sale of the Hotel to a purchaser or tenant notwithstanding Management Company’s notice of non-compliance, Management Company shall have the right to terminate this Agreement by delivery of written termination notice to TRS not earlier than thirty (30) days, nor more than one hundred twenty (120) days following the date of the giving of such notice. Management Company shall have the right to change such effective date of Termination to coincide with the date of the finalization of the proposed Sale of the Hotel. At Management Company’s election, said notice of Termination shall not be effective if such Sale of the Hotel is not finalized. If (i) such Termination by Management Company results from an Default by TRS under Section 20.01 A, or (ii) TRS fails to deliver Seller’s Notice to Management Company assignment and prior to recordation of any Sale of the Hotel, Management Company shall have the right, at its option, to immediately terminate this Agreement upon thirty (30) days’ notice to TRS and, in either case, an Event of Default by TRS shall be deemed to have occurred and Management shall have the right to institute any and all proceedings permitted by law or equity, including without limitation, actions for specific performance and/or damagesother documents. C. Upon a Sale of the Hotel in compliance with this Article XX, TRS shall be released of all liabilities and obligations arising under and with respect to this Agreement on and after the date of such Sale of the Hotel; provided, however, that TRS shall continue to be liable for all obligations and amounts due which arise or accrue during the Term of this Agreement before the date of such Sale of the Hotel. No Sale of the Hotel shall reduce or otherwise affect: (a) the current level of Working Capital; (b) the current amount deposited in the Reserve; or (c) the amount in any of the Operating Accounts maintained by Management Company pursuant to this Agreement. If, in connection with any such Sale of the Hotel, the selling TRS intends to withdraw, for its own use, any of the cash deposits described in the preceding sentence, the selling TRS must obtain the contractual obligation of the new TRS to replenish those deposits (in identical amounts) simultaneously with such withdrawal. The selling TRS is hereby contractually obligated to Management Company to ensure that such replenishment in fact occurs. The obligations described in this Section 20.01 C shall survive the Sale of the Hotel and Termination of this Agreement. D. Each party hereby represents and warrants to the other that neither party nor any of its Affiliates is a Specially Designated National or Blocked Person. In connection with the possibility of a Sale of the Hotel achieved by means of a transfer of the controlling interest in TRS, as the case may be, TRS shall, from time to time, within thirty (30) days after written request by Management Company, furnish Management Company a list of the names and addresses of the direct and indirect owners of capital stock, partnership interest, or other proprietary interest of TRS, provided that TRS shall not be required to provide names and addresses of shareholders of a public company.

Sale of the Hotel. A. TRS Tenant may enter into a Sale of a Hotel to any Person which (1) is an Affiliate of Tenant, and (2) who assumes Tenant’s obligations with respect to such Hotel under this Agreement, the Owner Agreement (to the extent applicable to the Hotel being sold) and, to the extent applicable with respect to the “deconsolidation” provisions thereof, the Pooling Agreement (or ratifies each of such obligations if such Sale of a Hotel is pursuant to a transfer of a Controlling Interest in Tenant). Tenant shall not enter into any Sale of the a Hotel to any individual Person (or entity which any Affiliate of any Person) who (ia) does not, in Management Company’s reasonable judgment, not have sufficient financial resources and liquidity to fulfill TRSTenant’s obligations with respect to such Hotel under this Agreement, the Owner Agreement (to the extent applicable to the Hotel) and, to the extent applicable as set forth in the preceding sentence, the Pooling Agreement; (iib) is known in the community as being of bad moral character, or has been convicted of a felony in any state or federal court, or is in control of or controlled by Persons who have been convicted of felonies in any state or federal court; (c) is engaged in the business of operating (as distinguished from owning) at least five (5) hotels or other lodging facilities in competition with Manager, Marriott or any Affiliate of either; (d) fails to expressly assume in writing the obligations of Tenant hereunder and under the Owner Agreement (to the extent applicable to the Hotel); or (iiie) is (is, or any of its Affiliates has an Affiliate that is), a Specially Designated National or Blocked Person. Notwithstanding anything . B. Tenant shall provide written notice of any proposed Sale of a Hotel and shall provide to Manager such information concerning the proposed transferee’s financial condition, ownership and business interests and as may be reasonably necessary or appropriate in this Section 20.01 A order for Manager to determine if such transfer is consistent with the contraryabove provisions. C. In connection with any Sale of a Hotel, if Franchisor has approved Manager and the prospective purchaser or its tenant as a franchisee, Management Company shall be deemed to have approved the Sale of the Hotel to such prospective purchaser or tenant. TRS shall not enter into a Sale new management agreement with Manager, which new management agreement will be on all of the Hotel if TRS is terms and conditions of this Agreement (with revisions as reasonably required to account for the fact that such management agreement may be applicable to less than all of the Hotels subject to this Agreement) except that the Initial Term and Renewal Term(s) of any such new management agreement shall consist only of the balance of the Initial Term and Renewal Term(s) remaining under this Agreement at the time in Default under of execution of such new management agreement. Such new management agreement shall be executed by Manager and such new tenant at the terms time of this Agreement. B. If TRS receives a bona fide written offer to enter into closing of a Sale of the Hotel, TRS shall give written notice thereof to Management Company, stating the name of the prospective purchaser or tenant. Such notice (the “Seller’s Notice”) shall include appropriate information relating to such prospective purchaser or tenant demonstrating compliance with Section 20.01 A. TRS shall also thereafter provide any additional information reasonably requested by Management Company. Concurrently with the finalization and a memorandum of such Sale of the Hotel, the purchaser or tenant shall by appropriate instrument reasonably satisfactory to Management Company, assume all of TRS’s obligations hereunder. An executed copy of such assumption new management agreement shall be delivered executed by the parties and recorded immediately following recording of the deed or memorandum of lease or assignment and prior to Management Company at recordation of any other documents. D. Notwithstanding anything herein to the closing contrary, and in addition to the foregoing, a sale (or consummation deemed sale) of such an Exit Hotel may be consummated, in accordance with the terms and conditions of the Exit Hotel Agreement. E. Notwithstanding anything herein to the contrary, including the foregoing provisions of this Article X, other than in connection with the sale (or deemed sale) of an Exit Hotel pursuant to Section 10.02.D above, (a) no Sale of a Hotel by Tenant shall or can occur prior to the Hotel. If Management Company reasonably determines that completion of the Renovations pursuant to the Renovation-Related Agreements, and (b) following the completion of the Renovations pursuant to the Renovation-Related Agreements, Tenant may consummate a Sale of the Hotel a Hotel, at no cost to such prospective purchaser Manager or tenant would violate the provisions of Section 20.01 AMarriott, Management Company shall so notify TRS by no later than thirty (30) days after Management Company’s receipt of Seller’s Notice, provided, however, provided that any decision regarding any such prospective purchaser or tenant shall not be binding if the information furnished by TRS is inaccurate. If TRS enters into an agreement for the Sale of the Hotel to a purchaser or tenant notwithstanding Management Company’s notice of non-compliance, Management Company shall have the right to terminate this Agreement by delivery of written termination notice to TRS not earlier than thirty (30) days, nor more than one hundred twenty (120) days following the date of the giving of such notice. Management Company shall have the right to change such effective date of Termination to coincide with the date of the finalization of the proposed Sale of the Hotel. At Management Company’s election, said notice of Termination shall not be effective if such Sale of the Hotel is not finalized. If (i) the applicable Landlord or an Affiliate thereof or SVC shall continue to own such Termination by Management Company results from an Default by TRS under Section 20.01 AHotel, or (ii) TRS fails to deliver Seller’s Notice to Management Company prior to any Sale of the Hotel, Management Company shall have permitted purchaser must meet and comply with the right, at its option, to immediately terminate this Agreement upon thirty (30) days’ notice to TRS and, in either case, an Event of Default by TRS shall be deemed to have occurred and Management shall have the right to institute any and all proceedings permitted by law or equity, including without limitation, actions for specific performance and/or damages. C. Upon a Sale of the Hotel in compliance with this Article XX, TRS shall be released of all liabilities and obligations arising under and with respect to this Agreement on and after the date of such Sale of the Hotel; provided, however, that TRS shall continue to be liable for all obligations and amounts due which arise or accrue during the Term requirements of this Agreement before Section 10.02 and those set forth in the date of such Sale of the Hotel. No Sale of the Hotel shall reduce or otherwise affect: applicable Lease, and (aiii) the current level of Working Capital; (b) applicable Landlord, Tenant and the current amount deposited in the Reserve; or (c) the amount in any of the Operating Accounts maintained by Management Company pursuant permitted purchaser shall execute and deliver such documents as Manager may reasonably require to this Agreement. If, in connection with any reflect such Sale of the Hotel, the selling TRS intends to withdraw, for its own use, any of the cash deposits described in the preceding sentence, the selling TRS must obtain the contractual obligation of the new TRS to replenish those deposits (in identical amounts) simultaneously with such withdrawal. The selling TRS is hereby contractually obligated to Management Company to ensure that such replenishment in fact occurs. The obligations described in this Section 20.01 C shall survive the Sale of the Hotel and Termination of this Agreementassignment. D. Each party hereby represents and warrants to the other that neither party nor any of its Affiliates is a Specially Designated National or Blocked Person. In connection with the possibility of a Sale of the Hotel achieved by means of a transfer of the controlling interest in TRS, as the case may be, TRS shall, from time to time, within thirty (30) days after written request by Management Company, furnish Management Company a list of the names and addresses of the direct and indirect owners of capital stock, partnership interest, or other proprietary interest of TRS, provided that TRS shall not be required to provide names and addresses of shareholders of a public company.

Sale of the Hotel. A. TRS Tenant may enter into a Sale of a Hotel to any Person which (1) is an Affiliate of Tenant, and (2) who assumes Tenant’s obligations with respect to such Hotel under this Agreement, the Owner Agreement (to the extent applicable to the Hotel being sold), the corresponding Franchise Agreement and, to the extent applicable with respect to the “deconsolidation” provisions thereof, the Pooling Agreement (or ratifies each of such obligations if such Sale of a Hotel is pursuant to a transfer of a Controlling Interest in Tenant). Tenant shall not enter into any Sale of the a Hotel to any individual Person (or entity which any Affiliate of any Person) who (ia) does not, in Management Company’s reasonable judgment, not have sufficient financial resources and liquidity to fulfill TRSTenant’s obligations with respect to such Hotel under this Agreement, the Owner Agreement (to the extent applicable to the Hotel), the Franchise Agreement, and, to the extent applicable as set forth in the preceding sentence, the Pooling Agreement; (iib) is known in the community as being of bad moral character, or has been convicted of a felony in any state or federal court, or is in control of or controlled by Persons who have been convicted of felonies in any state or federal court; (c) is engaged in the business of operating (as distinguished from owning) at least five (5) hotels or other lodging facilities in competition with Manager, Marriott or any Affiliate of either; (d) fails to expressly assume in writing the obligations of Tenant hereunder and under the Owner Agreement (to the extent applicable to the Hotel), the Franchise Agreement; or (iiie) is (is, or any of its Affiliates has an Affiliate that is), a Specially Designated National or Blocked Person. Notwithstanding anything . B. Tenant shall provide written notice of any proposed Sale of a Hotel and shall provide to Manager such information concerning the proposed transferee’s financial condition, ownership and business interests and as may be reasonably necessary or appropriate in this Section 20.01 A order for Manager to determine if such transfer is consistent with the contraryabove provisions. C. In connection with any Sale of a Hotel, if Franchisor has approved Manager and the prospective purchaser or its tenant as a franchisee, Management Company shall be deemed to have approved the Sale of the Hotel to such prospective purchaser or tenant. TRS shall not enter into a Sale new management agreement with Manager, which new management agreement will be on all of the Hotel if TRS is terms and conditions of this Agreement (with revisions as reasonably required to account for the fact that such management agreement may be applicable to less than all of the Hotels subject to this Agreement) except that the Initial Term and Renewal Term(s) of any such new management agreement shall consist only of the balance of the Initial Term and Renewal Term(s) remaining under this Agreement at the time in Default under of execution of such new management agreement. Such new management agreement shall be executed by Manager and such new tenant at the terms time of this Agreement. B. If TRS receives a bona fide written offer to enter into closing of a Sale of the Hotel, TRS shall give written notice thereof to Management Company, stating the name of the prospective purchaser or tenant. Such notice (the “Seller’s Notice”) shall include appropriate information relating to such prospective purchaser or tenant demonstrating compliance with Section 20.01 A. TRS shall also thereafter provide any additional information reasonably requested by Management Company. Concurrently with the finalization and a memorandum of such Sale of the Hotel, the purchaser or tenant shall by appropriate instrument reasonably satisfactory to Management Company, assume all of TRS’s obligations hereunder. An executed copy of such assumption new management agreement shall be delivered executed by the parties and recorded immediately following recording of the deed or memorandum of lease or assignment and prior to Management Company at recordation of any other documents. D. Notwithstanding anything herein to the closing contrary, and in addition to the foregoing, a sale (or consummation deemed sale) of such an Exit Hotel may be consummated, in accordance with the terms and conditions of the Exit Hotel Agreement. E. Notwithstanding anything herein to the contrary, including the foregoing provisions of this Article X, other than in connection with the sale (or deemed sale) of an Exit Hotel pursuant to Section 10.02.D above, (a) no Sale of a Hotel by Tenant shall or can occur prior to the Hotel. If Management Company reasonably determines that completion of the Renovations pursuant to the Renovation-Related Agreements, and (b) following the completion of the Renovations pursuant to the Renovation-Related Agreements, Tenant may consummate a Sale of the Hotel a Hotel, at no cost to such prospective purchaser Manager or tenant would violate the provisions of Section 20.01 AMarriott, Management Company shall so notify TRS by no later than thirty (30) days after Management Company’s receipt of Seller’s Notice, provided, however, provided that any decision regarding any such prospective purchaser or tenant shall not be binding if the information furnished by TRS is inaccurate. If TRS enters into an agreement for the Sale of the Hotel to a purchaser or tenant notwithstanding Management Company’s notice of non-compliance, Management Company shall have the right to terminate this Agreement by delivery of written termination notice to TRS not earlier than thirty (30) days, nor more than one hundred twenty (120) days following the date of the giving of such notice. Management Company shall have the right to change such effective date of Termination to coincide with the date of the finalization of the proposed Sale of the Hotel. At Management Company’s election, said notice of Termination shall not be effective if such Sale of the Hotel is not finalized. If (i) the applicable Landlord or an Affiliate thereof or HPT shall continue to own such Termination by Management Company results from an Default by TRS under Section 20.01 AHotel, or (ii) TRS fails to deliver Seller’s Notice to Management Company prior to any Sale of the Hotel, Management Company shall have permitted purchaser must meet and comply with the right, at its option, to immediately terminate this Agreement upon thirty (30) days’ notice to TRS and, in either case, an Event of Default by TRS shall be deemed to have occurred and Management shall have the right to institute any and all proceedings permitted by law or equity, including without limitation, actions for specific performance and/or damages. C. Upon a Sale of the Hotel in compliance with this Article XX, TRS shall be released of all liabilities and obligations arising under and with respect to this Agreement on and after the date of such Sale of the Hotel; provided, however, that TRS shall continue to be liable for all obligations and amounts due which arise or accrue during the Term requirements of this Agreement before Section 10.02 and those set forth in the date of such Sale of the Hotel. No Sale of the Hotel shall reduce or otherwise affect: Lease, (aiii) the current level of Working Capital; (b) applicable Landlord, Tenant and the current amount deposited in the Reserve; or (c) the amount in any of the Operating Accounts maintained by Management Company pursuant permitted purchaser shall execute and deliver such documents as Manager may reasonably require to this Agreement. If, in connection with any reflect such Sale of the Hotel, the selling TRS intends to withdraw, for its own use, any of the cash deposits described in the preceding sentence, the selling TRS must obtain the contractual obligation of the new TRS to replenish those deposits (in identical amounts) simultaneously with such withdrawal. The selling TRS is hereby contractually obligated to Management Company to ensure that such replenishment in fact occurs. The obligations described in this Section 20.01 C shall survive the Sale of the Hotel and Termination of this Agreementassignment. D. Each party hereby represents and warrants to the other that neither party nor any of its Affiliates is a Specially Designated National or Blocked Person. In connection with the possibility of a Sale of the Hotel achieved by means of a transfer of the controlling interest in TRS, as the case may be, TRS shall, from time to time, within thirty (30) days after written request by Management Company, furnish Management Company a list of the names and addresses of the direct and indirect owners of capital stock, partnership interest, or other proprietary interest of TRS, provided that TRS shall not be required to provide names and addresses of shareholders of a public company.