Common use of Sale of the Inn Clause in Contracts

Sale of the Inn. A. Neither Owner nor Landlord shall enter into any Sale of the Inn to any Person (or any Affiliate of any Person) who (1) does not, in Manager's reasonable judgment, have sufficient financial resources to fulfill Owner's obligations under this Agreement; (2) 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 (4) such Person or any of its Affiliates is a Specially Designated National or Blocked Person. An individual or entity shall not be deemed to be in the business of operating hotels or other lodging facilities in competition with Manager, Marriott or any Affiliate solely by virtue of (x) the ownership of such hotels or other 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. Furthermore, Owner shall not enter into a Sale of the Inn if Owner is at the time in Default under the terms of this Agreement. B. If Owner or Landlord decides to sell or lease the Inn to a third party, then prior to offering the Inn for sale or lease or negotiating a Sale of the Inn with any third party, Owner and Landlord will give Manager notice of such decision ("Notice of Intent to Sell"), "nd Owner and Landlord, a" 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 Inn. 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 Inn, Owner, Landlord and Manager have not entered into a mutually acceptable agreement for the purchase or lease of the Inn, Owner or Landlord shall be free, subject to the conditions of this Section 10.02, to sell or lease the Inn to a third party provided; (i) the Inn 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 Inn 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 Inn 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 Inn 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 (the "Notice of Proposed Sale") (which Notice of Proposed Sale may be given concurrently with the Notice of Intent to Sell), of the proposed Sale of the Inn to Manager stating: (i) the name of the prospective purchaser or tenant, as the case may be; (ii) the price or rental; and (iii) the terms and conditions of such proposed Sale of the Inn, 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 Inn, 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 Inn and to the assignment of this Agreement to such purchaser or tenant, provided that concurrently with the closing thereof, the purchaser or tenant, as the case may be, shall, by appropriate instrument in form satisfactory to Manager, assume all of Owner's obligations under this Agreement. An executed original of such assumption agreement shall be delivered to Manager; or b. To not consent to such proposed Sale of the Inn, based upon such Sale of the Inn 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 Inn shall not be permitted hereunder and it shall be an Event of Default for Owner to proceed with such Sale of the Inn. C. If Manager shall fail to elect one of the alternatives set forth in Section 10.02.B.2. 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 Inn with respect to which a Notice of Proposed Sale has been delivered by Owner to Manager hereunder must be finalized within one hundred eighty (180) 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 provisions of 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 finalize a Sale of the Inn 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 Inn, then Manager shall have the option to require (in lieu of receipt of the assumption 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. Such new management agreement shall be executed by Manager and such new owner at the time of closing of the Sale of the Inn, and a memorandum of such new management agreement shall be executed by the parties and recorded immediately following recording of the deed or memorandum of lease (or assignment) and prior to recordation of any other documents.

Sale of the Inn. A. Neither Owner nor Landlord shall enter into any Sale of the Inn to any Person (or any Affiliate of any Person) who (1) does not, in Manager's reasonable judgment, have sufficient financial resources to fulfill Owner's obligations under this Agreement; (2) 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 (4) such Person or any of its Affiliates is a Specially Designated National or Blocked Person. An individual or entity shall not be deemed to be in the business of operating hotels or other lodging facilities in competition with Manager, Marriott or any Affiliate solely by virtue of (x) the ownership of such hotels or other 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. Furthermore, Owner shall not enter into a Sale of the Inn if Owner is at the time in Default under the terms of this Agreement. B. If Owner or Landlord decides to sell or lease the Inn to a third party, then prior to offering the Inn for sale or lease or negotiating a Sale of the Inn with any third party, Owner and Landlord will give Manager notice of such decision ("Notice of Intent to Sell"), "nd and Owner and Landlord, a" 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 Inn. 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 Inn, Owner, Landlord and Manager have not entered into a mutually acceptable agreement for the purchase or lease of the Inn, Owner or Landlord shall be free, subject to the conditions of this Section 10.02, to sell or lease the Inn to a third party provided; (i) the Inn 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 Inn 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 Inn 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 Inn 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 (the "Notice of Proposed Sale") (which Notice of Proposed Sale may be given concurrently with the Notice of Intent to Sell), of the proposed Sale of the Inn to Manager stating: (i) the name of the prospective purchaser or tenant, as the case may be; (ii) the price or rental; and (iii) the terms and conditions of such proposed Sale of the Inn, 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 Inn, 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 Inn and to the assignment of this Agreement to such purchaser or tenant, provided that concurrently with the closing thereof, the purchaser or tenant, as the case may be, shall, by appropriate instrument in form satisfactory to Manager, assume all of Owner's obligations under this Agreement. An executed original of such assumption agreement shall be delivered to Manager; or b. To not consent to such proposed Sale of the Inn, based upon such Sale of the Inn 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 Inn shall not be permitted hereunder and it shall be an Event of Default for Owner to proceed with such Sale of the Inn. C. If Manager shall fail to elect one of the alternatives set forth in Section 10.02.B.2. 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 Inn with respect to which a Notice of Proposed Sale has been delivered by Owner to Manager hereunder must be finalized within one hundred eighty (180) 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 provisions of 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 finalize a Sale of the Inn 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 Inn, then Manager shall have the option to require (in lieu of receipt of the assumption 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. Such new management agreement shall be executed by Manager and such new owner at the time of closing of the Sale of the Inn, and a memorandum of such new management agreement shall be executed by the parties and recorded immediately following recording of the deed or memorandum of lease (or assignment) and prior to recordation of any other documents.

Sale of the Inn. 19.1 Sale of the Inn --------------- A. Neither Owner nor Landlord shall not enter into in-to any Sale of the Inn to any Person individual or entity which: (or any Affiliate of any Person) who (1i) does not, in Manager's reasonable judgment, not have sufficient financial resources and liquidity to fulfill Owner's obligations under this Agreement; (2ii) 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 persons who have been convicted of felonies involving moral turpitude 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 (4iii) such Person is engaged in the business of operating or any of its Affiliates is franchising (as distinguished from owning) a Specially Designated National branded hotel chain having five hundred (500) or Blocked Personmore guest rooms in competition with Management Company. An individual or entity shall not be deemed to be in the business of operating hotels or other lodging facilities in competition with Manager, Marriott or any Affiliate Management Company solely by virtue of (x) the ownership of such hotels or other lodging facilitieshotels, either directly or indirectly through subsidiaries, affiliates and partnerships, or (y) holding a mortgage Mortgage or mortgages Mortgages secured by one or more hotels hotels. Notwithstanding the foregoing, if Owner or other lodging facilitiesan Affiliate of Owner is a corporation whose shares are listed on a public stock exchange, and if a Sale of the Inn occurs as a result of purchases of such shares, .1. Furthermore, Owner A shall not be an Event of Default nor shall it subject Owner to claims for damages by Management Company pursuant to Article XVI. B. If Owner receives a bona fide written offer to enter into a Sale of the Inn if Owner is at the time in Default under the terms of this Agreement. B. If Owner or Landlord decides to sell or lease the Inn to a third party, then prior to offering the Inn for sale or lease or negotiating a Sale of the Inn with any third party, Owner and Landlord will give Manager notice of such decision ("Notice of Intent to Sell"), "nd Owner and Landlord, a" 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 Inn. 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 Inn, Owner, Landlord and Manager have not entered into a mutually acceptable agreement for the purchase or lease of the Inn, Owner or Landlord shall be free, subject to the conditions of this Section 10.02, to sell or lease the Inn to a third party provided; (i) the Inn 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 Inn 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 Inn 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 Inn to Manager. Notwithstanding the foregoing, any sale or lease shall be subject to the following further conditions: 1. Owner and Landlord shall deliver a give written notice (the "Notice of Proposed Sale") (which Notice of Proposed Sale may be given concurrently with the Notice of Intent thereof to Sell)Management Company, of the proposed Sale of the Inn to Manager stating: (i) stating the name of the prospective purchaser or tenant, as the case may be; (ii) . Such notice shall include appropriate information relating to such prospective purchaser or tenant demonstrating compliance with the price or rental; and (iii) the terms and conditions provisions of Section 19.1.A together with such proposed additional information as Management Company shall reasonably request. If Management Company decides that a Sale of the InnInn to such prospective purchaser or tenant would violate the provisions of Section 19.1. A, together with all other information reasonably requested Management Company shall so notify Owner by Manager. 2. Within no later than thirty (30) days after the date of receipt of such Notice notice; provided, however, that any decision by Management Company regarding any such prospective purchaser or tenant shall not be binding if the information furnished by Owner pursuant to the preceding sentence is inaccurate. Concurrently with the finalization 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 Inn, 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 Inn and to the assignment of this Agreement to such purchaser or tenant, provided that concurrently with the closing thereofInn, the purchaser or tenant, as the case may be, shall, by appropriate instrument in form reasonably satisfactory to ManagerManagement Company, assume all of Owner's obligations under this Agreementhereunder. An executed original copy of such assumption agreement shall be delivered to Manager; or b. To not consent to such Management Company. If the proposed Sale of the InnInn would violate the provisions of Section 19. 1. A, based upon such Sale of the Inn Owner will 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 Inn shall not be permitted hereunder and it shall be an Event of Default for Owner enter into any agreement relating to proceed with such Sale of the Inn. C. If Manager shall fail to elect one of the alternatives set forth in Section 10.02.B.2. aboveHowever, 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 Inn with respect to which a Notice of Proposed Sale has been delivered by Owner to Manager hereunder must be finalized within one hundred eighty (180) 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 provisions of 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 finalize a Sale of the Inn 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 Inn, then Manager shall have the option to require (in lieu of receipt of the assumption agreement described in Section 10.02.B.2. a.) that such purchaser or tenant does 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. Such new management agreement shall be executed by Manager and such new owner at the time of closing of the Sale of the Inn, and a memorandum of such new management agreement shall be executed by the parties and recorded immediately following recording of the deed or memorandum of lease (or assignment) and prior to recordation of any other documents.an

Sale of the Inn. A. Neither Owner nor Landlord shall not enter into any Sale of the Inn to any Person (individual or any Affiliate of any Person) who entity which: (1) does not, in Manager's ’s reasonable judgment, have sufficient financial resources and liquidity to fulfill Owner's ’s obligations under this Agreement; (2) 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 persons who have been convicted of felonies in any state or federal court; or (3) either directly or indirectly, has an ownership interest is engaged in the business of operating (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 (20as distinguished from owning) 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 other lodging facilities in competition with Manager, Marriott or any Affiliate thereof; or (4) such Person or any of its Affiliates is a Specially Designated National or Blocked PersonAffiliate. An individual or entity shall not be deemed to be in the business of operating hotels or other lodging facilities in competition with Manager, Marriott or any Affiliate solely by virtue of (x) the ownership of such hotels or other 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. Furthermore, Owner shall not enter into a Sale of the Inn if Owner is at the time in Default under the terms of this Agreement. B. If Owner or Landlord decides to sell or lease the Inn to a third party, then prior to offering the Inn for sale or lease or negotiating a Sale of the Inn sale with any third party, Owner and Landlord will give Manager notice of such decision and afford Manager forty-five ("Notice of Intent to Sell"), "nd Owner and Landlord, a" applicable, and Manager will, during the period of thirty (3045) days after such notice, in which to attempt in good faith to negotiate a mutually satisfactory agreement for the purchase of the Inn. For purposes of this Section 10.02.B.10.02.B, a sale to a third party shall not include any transfer, sale or assignment to an institutional lender or to a Mortgagee trustee for such lender to secure a loan, nor to a sale at Foreclosure foreclosure under a the First Mortgage or any replacement Mortgage. If, after the expiration of thirty forty-five (3045) days following the date of Owner's ’s notice of its desire to sell or lease the Inn, Owner, Landlord Owner and Manager have are not entered willing or able to enter into a mutually acceptable agreement for the purchase or lease of the Inn, Owner or Landlord shall be free, subject to the conditions of this Section 10.02, free to sell or lease the Inn to a third party provided; (i) the Inn is to be sold or leased in conjunction with other hotels on terms and conditions 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 Inn 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 Inn more favorable to such third party has not been reduced by more than five percent (5%) of the price or rental which Owner or Landlord offered was willing to sell or rent the Inn to Manager. Notwithstanding the foregoing, any sale or lease shall be Manager and subject to the following further conditions: 1. Owner and Landlord shall deliver a written notice (the "Notice of Proposed Sale") (which Notice of Proposed Sale may be given concurrently with the Notice of Intent to Sell), of the proposed Sale of the Inn sale to Manager stating: (i) stating the name of the prospective purchaser or tenant, as the case may be; (ii) , the price or rental; , and (iii) the terms and conditions of such proposed Sale of the Inn, together with all other information reasonably thereafter requested by ManagerManager and reasonably available to Owner. 2. Within thirty (30) days after the date of receipt of such Notice of Proposed Sale from Owner Owner’s written notice and all such other information, if Manager and Landlord or Owner have not entered into a mutually acceptable agreement for the purchase or lease of the Inn, Manager shall elect, by written notice to Owner and LandlordOwner, one of the following two (2) alternatives: a. To to consent to such Sale of the Inn and to the assignment of this the Agreement to such purchaser or tenant, tenant provided that concurrently with the closing thereof, the purchaser or tenant, as the case may be, shall, by appropriate instrument in form satisfactory to Manager, assume all of Owner's ’s obligations under this Agreement. An executed original of such assumption agreement shall be delivered to Manager; or b. To to terminate this Agreement by written notice to Owner, which notice will set an effective date for such Termination not consent earlier than thirty (30) days, nor more than one hundred twenty (120) days, following the date of the giving of such notice. Manager shall have the right to change such effective date of Termination to coincide with the date of the closing of the proposed Sale of the Inn, based upon . Said notice of Termination shall not be effective if such Sale of the Inn is 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 Inn shall not be permitted hereunder and it shall be an Event of Default for Owner to proceed with such Sale of the Innclosed. C. If Manager shall fail to elect one either of the alternatives set forth in Section 10.02.B.2. above, 10.02.B.2 within said thirty (30) day period, such failure shall be conclusively deemed to constitute an election to and 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 Inn with respect to Inn, of which a Notice of Proposed Sale notice has been delivered by Owner to Manager hereunder hereunder, must be finalized closed within one hundred eighty (180) days following the date delivery of Manager's written notice in response such notice, unless an extension has been agreed to such Notice of Proposed Saleby the parties hereto. Failing such finalizationclosing, such Notice of Proposed Salenotice, and any response thereto given by Manager, shall be null and void and all of the provisions of Section 10.02.B. and Section 10.02.C. 10.02.B must again be complied with before Owner or Landlord, as applicable, shall have the right to finalize close a Sale of the Inn upon the terms contained in said Notice of Proposed Salenotice, or otherwise. D. If Manager consents (or is deemed to have consented) to the proposed Sale of the Inn, then then, Manager shall have the option to require (in lieu of receipt of the assumption 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) Term of any such new agreement shall consist only of the balance of the Initial Term and Renewal Term(s) Term remaining under this Agreement at the time of execution of any such new management agreement. Such new management agreement shall be executed by Manager and such new owner at the time of closing of the Sale of the Inn, and a memorandum of such new management agreement shall be executed by the parties and recorded immediately following recording of the deed or memorandum of lease (or assignment) assignment and prior to recordation of any other documents. E. Owner represents 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 Inn achieved by means of a transfer of the controlling interest in Owner, Owner shall, from time to time, within thirty (30) days after written request by Manager, furnish Manager with a list of the names and addresses of the owners of capital stock, partnership interest, or other proprietary interest of Owner. F. Subject to Manager’s right of first negotiation as set forth in Section 10.2.B., Owner shall have the right at any time after the fifth (5th) anniversary of the Opening Date to terminate this Agreement upon the closing of any Sale of the Inn to a third party which is not an Affiliate of Owner, but only in accordance with all of the terms and conditions set forth below: 1. Owner shall first deliver to Manager written notice of a bona fide written contract for a Sale of the Inn, which written contract shall include a requirement that Owner terminate this Agreement as a condition to closing, together with all other information requested by Manager and reasonably available to Owner in accordance with the requirements of this Section 10.02.F; 2. This Agreement shall terminate on the date that is one hundred eighty (180) days after Manager’s receipt of the notice described in Section 10.02.F.1 above; provided, however, that Manager at its option shall have the right to change such effective date of Termination to coincide with the date of the closing of the proposed Sale of the Inn. Any such Termination shall not be effective if such Sale of the Inn is not closed; and 3. The proposed purchaser of the Inn (or an entity which said purchaser has retained to operate the Inn) shall have entered into (having satisfied each of the then-current preconditions thereto) an effective “Franchise Agreement” with one of the Marriott Companies pertaining to the operation of the Inn as a franchised hotel within the System; such “Franchise Agreement” shall be in such form as shall have been published by one of the Marriott Companies in its Franchise Offering Circular for that particular year, or is otherwise in effect for that particular year; and, as a condition to the effectiveness of any such Termination, Owner shall have paid to Manager, with respect to any such Termination, a termination fee (in addition to all other fees due under this Agreement) equal to three (3) times the aggregate annual total of the Base Management Fees and Incentive Management Fees paid and/or due to Manager, such annual total to be computed as the average annual total with respect to the preceding twenty-six (26) Accounting Periods. No Termination under this Section 10.02.F. shall be effective until Manager has received payment of such amount.

Sale of the Inn. A. Neither Owner nor Landlord shall enter into any Sale of the Inn to any Person (or any Affiliate of any Person) who (1) does not, in Manager's reasonable judgment, have sufficient financial resources to fulfill Owner's obligations under this Agreement; (2) 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 (4) such Person or any of its Affiliates is a Specially Designated National or Blocked Person. An individual or entity shall not be deemed to be in the business of operating hotels or other lodging facilities in competition with Manager, Marriott or any Affiliate solely by virtue of (x) the ownership of such hotels or other 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. Furthermore, Owner shall not enter into a Sale of the Inn if Owner is at the time in Default under the terms of this Agreement. B. If Owner or Landlord decides to sell or lease the Inn to a third party, then prior to offering the Inn for sale or lease or negotiating a Sale of the Inn with any third party, Owner and Landlord will give Manager notice of such decision ("Notice of Intent to Sell"), "nd and Owner and Landlord, a" 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 Inn. 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 Inn, Owner, Landlord and Manager have not entered into a mutually acceptable agreement for the purchase or lease of the Inn, Owner or Landlord shall be free, subject to the conditions of this Section 10.02, to sell or lease the Inn to a third party provided; (i) the Inn 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 Inn 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 Inn 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 Inn 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 (the "Notice of Proposed Sale") (which Notice of Proposed Sale may be given concurrently with the Notice of Intent to Sell), of the proposed Sale of the Inn to Manager stating: (i) the name of the prospective purchaser or tenant, as the case may be; (ii) the price or rental; and (iii) the terms and conditions of such proposed Sale of the Inn, 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 Inn, 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 Inn and to the assignment of this Agreement to such purchaser or tenant, provided that concurrently with the closing thereof, the purchaser or tenant, as the case may be, shall, by appropriate instrument in form satisfactory to Manager, assume all of Owner's obligations under this Agreement. An executed original of such assumption agreement shall be delivered to Manager; or b. To not consent to such proposed Sale of the Inn, based upon such Sale of the Inn 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 Inn shall not be permitted hereunder and it shall be an Event of Default for Owner to proceed with such Sale of the Inn. C. If Manager shall fail to elect one of the alternatives set forth in Section 10.02.B.2. 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 Inn with respect to which a Notice of Proposed Sale has been delivered by Owner to Manager hereunder must be finalized within one hundred eighty (180) 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 provisions of 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 finalize a Sale of the Inn 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 Inn, then Manager shall have the option to require (in lieu of receipt of the assumption 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. Such new management agreement shall be executed by Manager and such new owner at the time of closing of the Sale of the Inn, and a memorandum of such new management agreement shall be executed by the parties and recorded immediately following recording of the deed or memorandum of lease (or assignment) and prior to recordation of any other documents.of

Sale of the Inn. A. Neither Owner nor Landlord shall not enter into any Sale of the Inn to any Person (individual or any Affiliate of any Person) who entity which: (1) does not, in Manager's ’s reasonable judgment, have sufficient financial resources and liquidity to fulfill Owner's ’s obligations under this Agreement; (2) 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 persons who have been convicted of felonies in any state or federal court; or (3) either directly or indirectly, has an ownership interest is engaged in the business of operating (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 (20as distinguished from owning) 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 other lodging facilities in competition with Manager, Marriott or any Affiliate thereof; or (4) such Person or any of its Affiliates is a Specially Designated National or Blocked PersonAffiliate. An individual or entity shall not be deemed to be in the business of operating hotels or other lodging facilities in competition with Manager, Marriott or any Affiliate solely by virtue of (x) the ownership of such hotels or other 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. Furthermore, Owner shall not enter into a Sale of the Inn if Owner is at the time in Default under the terms of this Agreement. B. If Owner or Landlord decides to sell or lease the Inn to a third party, then prior to offering the Inn for sale or lease or negotiating a Sale of the Inn sale with any third party, Owner and Landlord will give Manager notice of such decision and afford Manager forty-five ("Notice of Intent to Sell"), "nd Owner and Landlord, a" applicable, and Manager will, during the period of thirty (3045) days after such notice, in which to attempt in good faith to negotiate a mutually satisfactory agreement for the purchase of the Inn. For purposes of this Section 10.02.B.10.02.B, a sale to a third party shall not include any transfer, sale or assignment to an institutional lender or to a Mortgagee trustee for such lender to secure a loan, nor to a sale at Foreclosure foreclosure under a the First Mortgage or any replacement Mortgage. If, after the expiration of thirty forty-five (3045) days following the date of Owner's ’s notice of its desire to sell or lease the Inn, Owner, Landlord Owner and Manager have are not entered willing or able to enter into a mutually acceptable agreement for the purchase or lease of the Inn, Owner or Landlord shall be free, subject to the conditions of this Section 10.02, free to sell or lease the Inn to a third party provided; (i) the Inn is to be sold or leased in conjunction with other hotels on terms and conditions 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 Inn 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 Inn more favorable to such third party has not been reduced by more than five percent (5%) of the price or rental which Owner or Landlord offered was willing to sell or rent the Inn to Manager. Notwithstanding the foregoing, any sale or lease shall be Manager and subject to the following further conditions: 1. Owner and Landlord shall deliver a written notice (the "Notice of Proposed Sale") (which Notice of Proposed Sale may be given concurrently with the Notice of Intent to Sell), of the proposed Sale of the Inn sale to Manager stating: (i) stating the name of the prospective purchaser purchase or tenant, as the case may be; (ii) , the price or rental; , and (iii) the terms and conditions of such proposed Sale of the Inn, together with all other information reasonably thereafter requested by ManagerManager and reasonably available to Owner. 2. Within thirty (30) days after the date of receipt of such Notice of Proposed Sale from Owner Owner’s written notice and all such other information, if Manager and Landlord or Owner have not entered into a mutually acceptable agreement for the purchase or lease of the Inn, Manager shall elect, by written notice to Owner and LandlordOwner, one of the following two (2) alternatives: a. To to consent to such Sale of the Inn and to the assignment of this the Agreement to such purchaser or tenant, tenant provided that concurrently with the closing thereof, the purchaser or tenant, as the case may be, shall, by appropriate instrument in form satisfactory to Manager, assume all of Owner's ’s obligations under this Agreement. An executed original of such assumption agreement shall be delivered to Manager; or b. To to terminate this Agreement by written notice to Owner, which notice will set an effective date for such Termination not consent earlier than thirty (30) days, nor more than one hundred twenty (120) days, following the date of the giving of such notice. Manager shall have the right to change such effective date of Termination to coincide with the date of the closing of the proposed Sale of the Inn, based upon . Said notice of Termination shall not be effective if such Sale of the Inn is 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 Inn shall not be permitted hereunder and it shall be an Event of Default for Owner to proceed with such Sale of the Innclosed. C. If Manager shall fail to elect one either of the above alternatives set forth in Section 10.02.B.2. above, within said thirty (30) day period, such failure shall be conclusively deemed to constitute an election to and consent under Section 10.02.B.2.a. subsection 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 Inn with respect to Inn, of which a Notice of Proposed Sale notice has been delivered by Owner to Manager hereunder hereunder, must be finalized closed within one hundred eighty (180) days following the date delivery of Manager's written notice in response such notice, unless an extension has been agreed to such Notice of Proposed Saleby the parties hereto. Failing such finalizationclosing, such Notice of Proposed Salenotice, and any response thereto given by Manager, shall be null and void and all of the provisions of Section 10.02.B. and Section 10.02.C. 10.02.B must again be complied with before Owner or Landlord, as applicable, shall have the right to finalize close a Sale of the Inn upon the terms contained in said Notice of Proposed Salenotice, or otherwise. D. If Manager consents (or is deemed to have consented) to the proposed Sale of the Inn, then Manager shall have the option to require (in lieu of receipt of the assumption 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) Term of any such new agreement shall consist only of the balance of the Initial Term and Renewal Term(s) Term remaining under this Agreement at the time of execution of any such new management agreement. Such new management agreement shall be executed by Manager and such new owner at the time of closing of the Sale of the Inn, and a memorandum of such new management agreement shall be executed by the parties and recorded immediately following recording of the deed or memorandum of lease (or assignment) assignment and prior to recordation of any other documents.

Sale of the Inn. 19.01 Sale of the Inn --------------- A. Neither Owner nor Landlord shall not enter into any Sale of the Inn to any Person individual or entity which: (or any Affiliate of any Person) who (1i) does not, in Manager's reasonable judgment, not have sufficient financial resources and liquidity to fulfill Owner's obligations under this Agreement; (2ii) 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 persons who have been convicted of felonies involving moral turpitude 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 (4iii) such Person is engaged in the business of operating or any of its Affiliates is franchising (as distinguished from owning) a Specially Designated National branded hotel chain having five hundred (500) or Blocked Personmore guest rooms in competition with Management Company. An individual or entity shall not be deemed to be in the business of operating hotels or other lodging facilities in competition with Manager, Marriott or any Affiliate Management Company solely by virtue of (x) the ownership of such hotels or other lodging facilitieshotels, either directly or indirectly through subsidiaries, affiliates and partnerships, or (y) holding a mortgage Mortgage or mortgages Mortgages secured by one or more hotels hotels. Notwithstanding the foregoing, if Owner or other lodging facilitiesan Affiliate of Owner is a corporation whose shares are listed on a public stock exchange, and if a Sale of the Inn occurs as a result of purchases of such shares, through such public stock exchange, in sufficient quantities to cause a transfer of the "controlling September 13, 1993 157 .01. Furthermore, Owner A shall not be an Event of Default nor shall it subject Owner to claims for damages by Management Company pursuant to Article XVI. B. If Owner receives a bona fide written offer to enter into a Sale of the Inn if Owner is at the time in Default under the terms of this Agreement. B. If Owner or Landlord decides to sell or lease the Inn to a third party, then prior to offering the Inn for sale or lease or negotiating a Sale of the Inn with any third party, Owner and Landlord will give Manager notice of such decision ("Notice of Intent to Sell"), "nd Owner and Landlord, a" 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 Inn. 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 Inn, Owner, Landlord and Manager have not entered into a mutually acceptable agreement for the purchase or lease of the Inn, Owner or Landlord shall be free, subject to the conditions of this Section 10.02, to sell or lease the Inn to a third party provided; (i) the Inn 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 Inn 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 Inn 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 Inn to Manager. Notwithstanding the foregoing, any sale or lease shall be subject to the following further conditions: 1. Owner and Landlord shall deliver a give written notice (the "Notice of Proposed Sale") (which Notice of Proposed Sale may be given concurrently with the Notice of Intent thereof to Sell)Management Company, of the proposed Sale of the Inn to Manager stating: (i) stating the name of the prospective purchaser or tenant, as the case may be; (ii) . Such notice shall include appropriate information relating to such prospective purchaser or tenant demonstrating compliance with the price or rental; and (iii) the terms and conditions provisions of Section 19.01.A together with such proposed additional information as Management Company shall reasonably request. If Management Company decides that a Sale of the InnInn to such prospective purchaser or tenant would violate the provisions of Section 19.01.A, together with all other information reasonably requested Management Company shall so notify Owner by Manager. 2. Within no later than thirty (30) days after the date of receipt of such Notice notice; provided, however, that any decision by Management Company regarding any such prospective purchaser or tenant shall not be binding if the September 13, 1993 158 information furnished by Owner pursuant to the preceding sentence is inaccurate. Concurrently with the finalization 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 Inn, 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 Inn and to the assignment of this Agreement to such purchaser or tenant, provided that concurrently with the closing thereofInn, the purchaser or tenant, as the case may be, shall, by appropriate instrument in form reasonably satisfactory to ManagerManagement Company, assume all of Owner's obligations under this Agreementhereunder. An executed original copy of such assumption agreement shall be delivered to Manager; or b. To not consent to such Management Company. If the proposed Sale of the InnInn would violate the provisions of Section 19.01.A, based upon such Sale of the Inn Owner will 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 Inn shall not be permitted hereunder and it shall be an Event of Default for Owner enter into any agreement relating to proceed with such Sale of the Inn. C. If Manager shall fail to elect one of the alternatives set forth in Section 10.02.B.2. aboveHowever, within said thirty (30) day periodif Owner does enter into such an agreement, 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 Inn with respect to which a Notice of Proposed Sale has been delivered by Owner to Manager hereunder must be finalized within one hundred eighty (180) 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 provisions of Section 10.02.B. and Section 10.02.C. must again be complied with before Owner or Landlord, as applicable, Management Company shall have the right to finalize a Sale terminate this Agreement by written notice to Owner, which notice will set an effective date for such Termination not earlier than thirty (30) days, nor more than one hundred twenty (120) days, following the date of the Inn upon giving of such notice. Management Company shall have the terms contained in said Notice right to change such effective date of Proposed Sale, or otherwise. D. If Manager consents (or is deemed Termination to have consented) to coincide with the date of the finalization of the proposed Sale of the Inn. At Management Company's election, then Manager said notice of Termination shall have the option to require (in lieu of receipt not be effective if such Sale of the assumption agreement described Inn is not finalized. If such Termination by Management Company results from a Default by Owner under Section 19.01.A, such Termination shall not relieve Owner (except as otherwise set forth to the contrary in the last sentence of Section 10.02.B.219.01.A) of liability to Management Company September 13, 1993 159 for such Default. a.) that such purchaser or tenant enter into C. In connection with the possibility of a new management agreement with Manager, which new management agreement will be on all Sale of the terms Inn achieved by means of a transfer of the controlling interest in Owner, Owner, upon written request of Management Company, shall (unless Owner is a publicly-traded corporation which is registered under Section 12 or Section 15 of the Securities Act of 1934) furnish Management Company with a list of the names and conditions addresses of the owners of the capital stock, (but only those owners which hold an ownership interest of thirty percent (30%) or more), or the partnership interests (both (i) general partner, and (ii) any limited partner holding an ownership interest of thirty percent (30%) or more), or other ownership interests in Owner. In addition, Owner shall notify Management Company of any transaction or series of transactions in which Owner reduces its ownership interest in the Inn below fifty percent (50%) or in which the former controlling interest in Owner is reduced below fifty percent (50%). Management Company agrees to use diligent efforts to keep all such lists confidential in accordance with the provisions of Section 12.04. D. It is understood that no Sale of the Inn (which is otherwise in compliance with the provisions of this Agreement except that Article XIX) shall reduce or otherwise affect: (i) the Initial Term and Renewal Term(scurrent level of Working Capital; (ii) of the current amount deposited in the FF&E September 13, 1993 160 Reserve; or (iii) any such new agreement shall consist only of the balance of the Initial Term and Renewal Term(s) remaining under Operating Accounts maintained by Management Company pursuant to this Agreement at the time of execution of Agreement. If, in connection with any such new management agreement. Such new management agreement shall be executed by Manager and such new owner at the time of closing of the Sale of the Inn, and a memorandum of such new management agreement shall be executed by the parties and recorded immediately following recording selling Owner intends to withdraw, for its own use, any of the deed 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 Management Company to ensure that such replenishment in fact occurs. The obligations described in this Section 19.01.D shall survive such Sale of the Inn and shall survive Termination. E. Management Company shall have the right to terminate this Agreement, on thirty (30) days' written notice, if title to or memorandum possession of lease the Inn is transferred by judicial or administrative process (including, without limitation, a Foreclosure, or assignmenta sale pursuant to an order of a bankruptcy court, or a sale by a court-appointed receiver) and prior to recordation an individual or entity which would not qualify as a permitted transferee under clause (i), (ii) or (iii) of any other documents.Section 19.01.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; provided, however, that Management Company shall not have the right to so terminate this Agreement September 13, 1993 161 based on the assertion that a Qualified Lender fails to so qualify as a permitted transferee under said clauses (i), (ii) or (iii) of Section 19.01.A. END OF ARTICLE XIX September 13, 1993 162 ARTICLE XX MISCELLANEOUS -------------