Common use of Transfer of Leased Property Clause in Contracts

Transfer of Leased Property. Except for liens, encumbrances or title retention agreements which are governed by Article 20, and except for normal and customary easements reasonably required for the development and use of the Leased Property for hotel purposes and uses incidental thereto, Landlord shall not, without the prior written consent of Tenant, which consent may be given or withheld by Tenant in Tenant's sole and absolute discretion, sell, assign, transfer, convey or otherwise dispose of (a "Transfer") the Leased Property, or any portion thereof or interest therein, directly or indirectly (other than an interest, directly or indirectly, in Landlord which is governed by Section 15.3), (a) to any Person which, in Tenant's reasonable judgment: (i) is not a Person in which CHP owns and holds, directly or indirectly, a Controlling Interest and does not have sufficient financial resources to fulfill Landlord's obligations hereunder; (ii) is known in the community as being of bad moral character and/or is in control of or controlled by Persons who have been convicted of felonies in any state or federal court; (iii) itself is, or any of its Affiliated Persons is, a Competitor; or (iv) fails expressly to assume, in writing, the obligations of Landlord under this Agreement, (b) to any Person prior to the third (3rd) anniversary of the Transfer Date hereunder, or (c) if at the time of such Transfer the Liquidity Facility Agreement is still in effect and the Minimum Rent Coverage for the Leased Property is greater than the Aggregate Minimum Rent Coverage, unless in the case of this clause (c) the Person to which the Transfer is made is a Person in which CHP owns and holds, directly or indirectly, a Controlling Interest, in which case such Transfer may be made. For purposes of this Section 15.1, a Person shall not be deemed to be a Competitor solely by virtue of (i) the ownership of hotels, either directly or indirectly through Subsidiaries, Affiliated Persons and Entities, or (ii) holding a mortgage or mortgages secured by one or more hotels. Otherwise, subject to the provisions of Section 15.2, Landlord may Transfer the Leased Property, or any portion thereof or interest therein, to any Person without the consent of, but upon not less than sixty (60) days prior Notice to, Tenant. Within five (5) days following any request by Tenant, Landlord shall provide Tenant such information concerning the proposed transferee's financial condition, affiliations, ownership, business interests, and operations as may be reasonably necessary or appropriate in order for Tenant to determine if such proposed Transfer is consistent with the above provisions. Notwithstanding anything to the contrary herein contained, in the event of a transfer of Tenant's interest in this Agreement to any Entity in which Marriott or Crestline does not have a Controlling Interest, and if at any time thereafter Marriott or an Affiliated Person of Marriott is not managing the Leased Property and Landlord is, for any reason, not satisfied with the performance under this Agreement by such transferee of Tenant, then Landlord may, upon not less than sixty (60) days prior Notice to Tenant, elect to Transfer the Leased Property, but only in combination with the other Collective Leased Properties, and the restriction set forth in subclause (iii) in clause (a) of Section 15.1 (that is, a Transfer to any Person which, in Tenant's reasonable judgment, itself is, or any of its Affiliated Persons is, a Competitor) shall not apply to any such Transfer of the Leased Property in combination with the other Collective Leased Properties.

Transfer of Leased Property. Except for liens, encumbrances or title retention agreements which are governed by Article 20, and except for normal and customary easements reasonably required for the development and use of the Leased Property for hotel purposes and uses incidental thereto, Landlord shall not, without the prior written consent of Tenant, which consent may be given or withheld by Tenant in Tenant's sole and absolute discretion, sell, assign, transfer, convey or otherwise dispose of (a "Transfer") the Leased Property, or any portion thereof or interest therein, directly or indirectly (other than an interest, directly or indirectly, in Landlord which is governed by Section 15.3), (a) to any Person which, in Tenant's reasonable judgment: (i) is not a Person in which CHP owns and holds, directly or indirectly, a Controlling Interest and does not have sufficient financial resources to fulfill Landlord's obligations hereunder; (ii) is known in the community as being of bad moral character and/or is in control of or controlled by Persons who have been convicted of felonies in any state or federal court; (iii) itself is, or any of its Affiliated Persons is, a Competitor; or (iv) fails expressly to assume, in writing, the obligations of Landlord under this Agreement, (b) prior to the Transfer Date of all of the Other Leases, or if the Transfer Date under all of the Other Leases shall not have occurred for any Person reason, then prior to the third (3rd) anniversary of the Transfer Date hereunder, unless the Person to which the Transfer is made is a Person in which CHP owns and holds, directly or indirectly, a Controlling Interest, in which case such Transfer may be made, or (c) if at the time of such Transfer Transfer, the Liquidity Facility Agreement Limited Rent Guaranty is still in effect and the "Minimum Rent Coverage Coverage" (as defined in the Limited Rent Guaranty) for the Leased Property is greater than the Aggregate Minimum Rent CoverageCoverage (as defined in the Limited Rent Guaranty), unless in the case of this clause (c) the Person to which the Transfer is made is a Person in which CHP owns and holds, directly or indirectly, a Controlling Interest, in which case such Transfer may be made. For purposes of this Section 15.1, a Person shall not be deemed to be a Competitor solely by virtue of (ix) the ownership of hotels, either directly or indirectly through Subsidiaries, Affiliated Persons and Entities, or (iiy) holding a mortgage or mortgages secured by one or more hotels. Otherwise, subject to the provisions of Section 15.2, Landlord may Transfer the Leased Property, or any portion thereof or interest therein, to any Person without the consent of, but upon not less than sixty (60) days prior Notice to, Tenant. Within five (5) days following any request by Tenant, Landlord shall provide Tenant such information concerning the proposed transferee's financial condition, affiliations, ownership, business interests, and operations as may be reasonably necessary or appropriate in order for Tenant to determine if such proposed Transfer is consistent with the above provisions. Notwithstanding anything to the contrary herein contained, in the event of a transfer of Tenant's interest in this Agreement to any Entity in which Marriott or Crestline the Guarantor does not have a Controlling Interest, and if at any time thereafter Marriott or an Affiliated Person of Marriott is not managing the Leased Property and Landlord is, for any reason, not satisfied with the performance under this Agreement by such transferee of Tenant, then Landlord may, upon not less than sixty (60) days prior Notice to Tenant, elect to Transfer the Leased Property, but only in combination with the other Collective Leased Properties, and the restriction set forth in subclause (iii) in clause (a) of Section 15.1 (that is, a Transfer to any Person which, in Tenant's reasonable judgment, itself is, or any of its Affiliated Persons is, a Competitor) shall not apply to any such Transfer of the Leased Property in combination with the other Collective Leased Properties; it being understood and agreed, however, that nothing herein shall prejudice or preclude the Guarantor from exercising any of its rights or remedies under Section 4 of the Owner Agreement as a result of, or with respect to, any such Transfer of the Leased Property.

Transfer of Leased Property. Except for liens, encumbrances or title retention agreements which are governed by Article 20, and except for normal and customary easements reasonably required for the development and use of the Leased Property for hotel assisted living facility purposes and uses incidental thereto, Landlord shall not, without the prior written consent of Tenant, which consent may be given or withheld by Tenant in Tenant's sole and absolute discretion, sell, assign, transfer, convey or otherwise dispose of (a "Transfer") the Leased Property, or any portion thereof or interest therein, directly or indirectly (other than an interest, directly or indirectly, in Landlord which is governed by Section 15.3), (a) to any Person which, in Tenant's reasonable judgment: (i) is not a Person in which CHP CHCP owns and holds, directly or indirectly, a Controlling Interest and does not have sufficient financial resources to fulfill Landlord's obligations hereunder; (ii) is known in the community as being of bad moral character and/or is in control of or controlled by Persons who have been convicted of felonies in any state or federal court; (iii) itself is, or any of its Affiliated Persons is, a Competitor; or (iv) fails expressly to assume, in writing, the obligations of Landlord under this Agreement, (b) to any Person prior to the third (3rd) anniversary of the Transfer Date hereunder, or (c) if at the time of such Transfer the Liquidity Facility Agreement is still in effect and the Minimum Rent Coverage for the Leased Property is greater than the Aggregate Minimum Rent Coverage, unless in the case of this clause (c) the Person to which the Transfer is made is a Person in which CHP owns and holds, directly or indirectly, a Controlling Interest, in which case such Transfer may be made. For purposes of this Section 15.1, a Person shall not be deemed to be a Competitor solely by virtue of (ix) the ownership of hotelsassisted living facilities, either directly or indirectly through Subsidiaries, Affiliated Persons and Entities, or (iiy) holding a mortgage or mortgages secured by one or more hotelsassisted living facilities. Otherwise, subject to the provisions of Section 15.2, Landlord may Transfer the Leased Property, or any portion thereof or interest therein, to any Person without the consent of, but upon not less than sixty (60) days prior Notice to, Tenant. Within five (5) days following any request by Tenant, Landlord shall provide Tenant such information concerning the proposed transferee's financial condition, affiliations, ownership, business interests, and operations as may be reasonably necessary or appropriate in order for Tenant to determine if such proposed Transfer is consistent with the above provisions. Notwithstanding anything to the contrary herein contained, in the event of a transfer of Tenant's interest in this Agreement to any Entity in which Marriott or Crestline the Guarantor does not have a Controlling Interest, and if at any time thereafter Marriott or an Affiliated Person of Marriott is not managing the Leased Property and Landlord is, for any reason, not satisfied with the performance under this Agreement by such transferee of Tenant, then Landlord may, upon not less than sixty (60) days prior Notice to Tenant, elect to Transfer the Leased Property, but only in combination with the other Collective Leased Properties, and the restriction set forth in subclause (iii) in clause (a) of Section 15.1 (that is, a Transfer to any Person which, in Tenant's reasonable judgment, itself is, or any of its Affiliated Persons is, a Competitor) shall not apply to any such Transfer of the Leased Property in combination Property; it being understood and agreed, however, that nothing herein shall prejudice or preclude the Guarantor from exercising any of its rights or remedies under Section 4 of the Owner Agreement as a result of, or with respect to, any such Transfer of the other Collective Leased PropertiesProperty.

Transfer of Leased Property. Except for liens, encumbrances or title retention agreements which are governed by Article 20, and except for normal and customary easements reasonably required for the development and use of the Leased Property for hotel purposes and uses incidental thereto, as well as easements and similar instruments required by the Declarations, Landlord shall not, without the prior written consent of Tenant, which consent may be given or withheld by Tenant in Tenant's sole and absolute discretion, sell, assign, transfer, convey or otherwise dispose of (a "Transfer") the Leased Property, or any portion thereof or interest therein, directly or indirectly (other than an interest, directly or indirectly, in Landlord which is governed by Section 15.3), (a) to any Person which, in Tenant's reasonable judgment: (i) is not a Person in which CHP owns and holds, directly or indirectly, a Controlling Interest and does not have sufficient financial resources to fulfill Landlord's obligations hereunder; (ii) is known in the community as being of bad moral character and/or is in control of or controlled by Persons who have been convicted of felonies in any state or federal court; (iii) itself is, or any of its Affiliated Persons is, a Competitor; or (iv) fails expressly to assume, in writing, the obligations of Landlord under this Agreement, (b) prior to the Transfer Date of both of the Other Leases, or if the Transfer Date under both of the Other Leases shall not have occurred for any Person reason, then prior to the third (3rd) anniversary of the Transfer Date hereunder, unless the Person to which the Transfer is made is a Person in which CHP owns and holds, directly or indirectly, a Controlling Interest, in which case such Transfer may be made, or (c) if at the time of such Transfer Transfer, the Liquidity Facility Agreement Limited Rent Guaranty is still in effect and the "Minimum Rent Coverage Coverage" (as defined in the Limited Rent Guaranty) for the Leased Property is greater than the Aggregate Minimum Rent CoverageCoverage (as defined in the Limited Rent Guaranty), unless in the case of this clause (c) the Person to which the Transfer is made is a Person in which CHP owns and holds, directly or indirectly, a Controlling Interest, in which case such Transfer may be made. For purposes of this Section 15.1, a Person shall not be deemed to be a Competitor solely by virtue of (ix) the ownership of hotels, either directly or indirectly through Subsidiaries, Affiliated Persons and Entities, or (iiy) holding a mortgage or mortgages secured by one or more hotels. Otherwise, subject to the provisions of Section 15.2, Landlord may Transfer the Leased Property, or any portion thereof or interest therein, to any Person without the consent of, but upon not less than sixty (60) days prior Notice to, Tenant. Within five (5) days following any request by Tenant, Landlord shall provide Tenant such information concerning the proposed transferee's financial condition, affiliations, ownership, business interests, and operations as may be reasonably necessary or appropriate in order for Tenant to determine if such proposed Transfer is consistent with the above provisions. Notwithstanding anything to the contrary herein contained, in the event of a transfer of Tenant's interest in this Agreement to any Entity in which Marriott or Crestline the Guarantor does not have a Controlling Interest, and if at any time thereafter Marriott or an Affiliated Person of Marriott is not managing the Leased Property and Landlord is, for any reason, not satisfied with the performance under this Agreement by such transferee of Tenant, then Landlord may, upon not less than sixty (60) days prior Notice to Tenant, elect to Transfer the Leased Property, but only in combination with the other Collective Leased Properties, and the restriction set forth in subclause (iii) in clause (a) of Section 15.1 (that is, a Transfer to any Person which, in Tenant's reasonable judgment, itself is, or any of its Affiliated Persons is, a Competitor) shall not apply to any such Transfer of the Leased Property in combination with the other Collective Leased Properties; it being understood and agreed, however, that nothing herein shall prejudice or preclude the Guarantor from exercising any of its rights or remedies under Section 4 of the Owner Agreement as a result of, or with respect to, any such Transfer of the Leased Property.

Transfer of Leased Property. Except for liens, encumbrances or title retention agreements which are governed by Article 20, and except for normal and customary easements reasonably required for the development and use of the Leased Property for hotel purposes and uses incidental thereto, Landlord shall not, without the prior written consent of Tenant, which consent may be given or withheld by Tenant in Tenant's sole and absolute discretion, sell, assign, transfer, convey or otherwise dispose of (a "Transfer") the Leased Property, or any portion thereof or interest therein, directly or indirectly (other than an interest, directly or indirectly, in Landlord which is governed by Section 15.3), (a) to any Person which, in Tenant's reasonable judgment: (i) is not a Person in which CHP owns and holds, directly or indirectly, a Controlling Interest and does not have sufficient financial resources to fulfill Landlord's obligations hereunder; (ii) is known in the community as being of bad moral character and/or is in control of or controlled by Persons who have been convicted of felonies in any state or federal court; (iii) itself is, or any of its Affiliated Persons is, a Competitor; or (iv) fails expressly to assume, in writing, the obligations of Landlord under this Agreement, (b) to any Person prior to the third Commencement Date of all of the Other Leases, or if the Commencement Date under all of the Other Leases shall not have occurred for any reason, then prior to the fifth (3rd5th) anniversary of the Transfer Commencement Date hereunder, unless the Person to which the Transfer is made is a Person in which CHP owns and holds, directly or indirectly, a Controlling Interest, in which case such Transfer may be made, or (c) if at the time of such Transfer Transfer, the Liquidity Facility Agreement Limited Rent Guaranty is still in effect and the "Minimum Rent Coverage Coverage" (as defined in the Limited Rent Guaranty) for the Leased Property is greater than the Aggregate Minimum Rent CoverageCoverage (as defined in the Limited Rent Guaranty), unless in the case of this clause (c) the Person to which the Transfer is made is a Person in which CHP owns and holds, directly or indirectly, a Controlling Interest, in which case such Transfer may be made. For purposes of this Section 15.1, a Person shall not be deemed to be a Competitor solely by virtue of (ix) the ownership of hotels, either directly or indirectly through Subsidiaries, Affiliated Persons and Entities, or (iiy) holding a mortgage or mortgages secured by one or more hotels. Otherwise, subject to the provisions of Section 15.2, Landlord may Transfer the Leased Property, or any portion thereof or interest therein, to any Person without the consent of, but upon not less than sixty (60) days prior Notice to, Tenant. Within five (5) days following any request by Tenant, Landlord shall provide Tenant such information concerning the proposed transferee's financial condition, affiliations, ownership, business interests, and operations as may be reasonably necessary or appropriate in order for Tenant to determine if such proposed Transfer is consistent with the above provisions. Notwithstanding anything to the contrary herein contained, in the event of a transfer of Tenant's interest in this Agreement to any Entity in which Marriott or Crestline the Guarantor does not have a Controlling Interest, and if at any time thereafter Marriott or an Affiliated Person of Marriott is not managing the Leased Property and Landlord is, for any reason, not satisfied with the performance under this Agreement by such transferee of Tenant, then Landlord may, upon not less than sixty (60) days prior Notice to Tenant, elect to Transfer the Leased Property, but only in combination with the other Collective Leased Properties, and the restriction set forth in subclause (iii) in clause (a) of Section 15.1 (that is, a Transfer to any Person which, in Tenant's reasonable judgment, itself is, or any of its Affiliated Persons is, a Competitor) shall not apply to any such Transfer of the Leased Property in combination with the other Collective Leased Properties; it being understood and agreed, however, that nothing herein shall prejudice or preclude the Guarantor from exercising any of its rights or remedies under Section 4 of the Owner Agreement as a result of, or with respect to, any such Transfer of the Leased Property.