Common use of Transfers and Encumbrances Clause in Contracts

Transfers and Encumbrances. 16.01 The Developer will not sell, assign, transfer or otherwise dispose of its Interest or any benefit therein, in whole or in part, without the prior written consent of the Province, provided that: (a) the licencing or other grant to any person of any personal right to use or enjoy any Improvement or the Controlled Recreation Area or any portion thereof in the ordinary course of business of the Developer; (b) a contract with an Independent Operator subject to and in accordance with Article X; (c) an Acquisition of Control of the Developer or the General Partner for which notice has been given in accordance with section 14.01(y); and (d) a transfer of limited partnership units of the Developer or shares of any person that does not constitute an Event of Default under section 15.01(m); will not be a sale, assignment, transfer or other disposition of the Interest for the purposes of this section 16.01; 16.02 The Province, acting reasonably, may refuse to consent under section 16.01: (a) if the proposed purchaser, assignee, transferee or holder of the Interest in the opinion of the Province does not have the financial capacity and proven management ability and business experience (taking into account any management and senior staff to be retained by the purchaser, assignee, transferee or holder) to develop, operate and maintain the Improvements, the Access Routes, other than provincial or municipal highways for which the Province or municipality has indicated that the Province or municipality, as applicable, has responsibility, and the Controlled Recreation Area in accordance with the following: (i) Industry Standards; (ii) this Agreement and the Tenures; and (iii) the Resort Master Plan, (b) if the proposed purchaser, assignee, transferee or holder of the Interest does not enter into an assumption agreement with the Province in accordance with section 16.03; or (c) where only a part of the Interest is to be sold, assigned, transferred or disposed of, if in the opinion of the Province the future viability of the Controlled Recreation Area may be prejudiced. 16.03 Following the consent by the Province under section 16.01 and the purchaser, assignee, transferee or holder of the Interest, as the case may be, executing an assumption agreement in a form satisfactory to the Province by which it agrees to be bound by all the terms, covenants, obligations and agreements contained in this Agreement and the Tenures, the Developer will be released by the Province from the same and any Security Deposit or Performance Deposit will be returned and any policy of insurance may be cancelled when the purchaser, assignee, transferee or holder of the Interest has provided the Province evidence of its compliance with the Security Deposit, Performance Deposit and insurance requirements of this Agreement. 16.04 The Developer will not mortgage, pledge, charge or create any trust, security, interest or other interest or otherwise encumber its Interest without the written consent of the Province. It may be a condition of any consent of the Province under this section that: (a) all of the Interest be mortgaged, pledged, charged, or encumbered to the proposed lender, and (b) the proposed lender to whom the Interest is mortgaged, pledged, charged or otherwise encumbered, agrees that if the proposed lender or any Person deriving title from it acquires the Interest, the proposed lender or such Person, as the case may be, will be bound by the terms and conditions of this Agreement including the provisions of section 16.01 and the Tenures and, in exercising its remedies, will have no greater rights than the Developer under the same. 16.05 The Province will, upon the request of the Developer, enter into a non-disturbance agreement with an Approved Lender on terms and conditions approved by the Province.

Transfers and Encumbrances. 16.01 11.01 The Developer Company will not sell, assign, transfer or otherwise dispose of its Interest or any benefit thereinInterest, in whole or in part, without the prior written consent of the Province, provided that:such consent to be not unreasonably withheld. (a) the licencing or other grant to any person of any personal right to use or enjoy any Improvement or the Controlled Recreation Area or any portion thereof in the ordinary course of business of the Developer; (b) a contract with an Independent Operator subject to and in accordance with Article X; (c) an Acquisition of Control of the Developer or the General Partner for which notice has been given in accordance with section 14.01(y); and (d) a transfer of limited partnership units of the Developer or shares of any person that does not constitute an Event of Default under section 15.01(m); 11.02 The Province will not be unreasonably refuse to consent to a sale, assignment, transfer or other disposition of under Article 11.01 so long as the Interest for the purposes of this section 16.01; 16.02 The Province, acting reasonably, may refuse to consent under section 16.01: (a) if the proposed purchaser, assignee, transferee transferee, or holder of the Interest Company’s Interest, in the opinion of the Province does not have reasonably arrived at, has the financial capacity and proven management ability and business experience (taking into account any management and senior staff to be retained by the purchaser, assignee, transferee or holder) to develop, operate and maintain the Improvements, the Access Routes, other than provincial or municipal highways for which the Province or municipality has indicated that the Province or municipality, as applicable, has responsibility, and the Controlled Recreation Area Improvements in accordance with the following: (i) Industry Standards; (ii) accepted industry standards for similar developments in British Columbia and this Agreement and the Tenures; and (iii) the Resort Master Plan, (b) if the proposed purchaser, assignee, transferee or holder of the Interest does not enter into an assumption agreement with the Province in accordance with section 16.03; or (c) where only a part of the Interest is to be sold, assigned, transferred or disposed of, if in the opinion of the Province the future viability of the Controlled Recreation Area may be prejudiced. 16.03 Following the consent by the Province under section 16.01 and the purchaser, assignee, transferee or holder of the Company’s interest enters into an assumption agreement with the Province in accordance with Article 11.03. 11.03 Following the consent by the Province to a sale, assignment, transfer or disposition under Article 11.01 and the purchaser, assignee, transferee or holder of the Company’s Interest, as the case may be, executing an assumption agreement agreement, in a form satisfactory to the Province Province, by which it agrees they agree to be bound by all the terms, covenants, obligations and agreements contained in this Agreement and the TenuresAgreement, the Developer Company will be released by the Province from the same and any Security Deposit or Performance Deposit Bond will be returned to it and any policy of insurance may be cancelled when by it on replacement Security Bond and policies of insurance being provided by the purchaser, assignee, transferee or holder of the Interest has provided the Province evidence of its compliance with the Security Deposit, Performance Deposit and insurance requirements of this AgreementCompany’s interest. 16.04 11.04 The Developer Company will not mortgage, pledge, charge or create any trust, security, interest or other interest or otherwise encumber its Interest without the prior written consent of the Province. It may be a condition of any , which consent of the Province under this section that: (a) all of will not unreasonably refuse to give so long as the Interest be mortgaged, pledged, charged, or encumbered to the proposed lender, and (b) the proposed lender party to whom the Interest Interest, or any part of it, is mortgaged, pledged, charged or otherwise encumbered, agrees that if the proposed lender or any Person deriving title from it acquires the Interest, the proposed lender or such Person, as the case may be, will be bound by the terms and conditions of this Agreement including the provisions of section 16.01 and the Interim Tenures and Tenures and, in exercising its remedies, will have no greater rights than the Developer under the sameCompany. 16.05 The Province will, upon the request of the Developer, enter into a non-disturbance agreement with an Approved Lender on terms and conditions approved by the Province.

Transfers and Encumbrances. 16.01 ‌ 14.01 The Developer Operator will not directly or indirectly sell, assign, transfer or otherwise dispose of its Interest or any benefit therein, in whole or in part, without the prior written consent of the Province, provided that: (a) the licencing or other grant to any person Person of any personal right to use or enjoy any Improvement or the Controlled Recreation Area or any portion thereof in the ordinary course of business of the DeveloperOperator; (b) a contract with an Independent Operator subject to and in accordance with Article X;VIII; and (c) an Acquisition of Control amalgamation or other reorganization of the Developer or Operator with a Related Party without the General Partner for which notice has been given in accordance with section 14.01(y); and (d) a transfer of limited partnership units prior written consent of the Developer Province provided that prior written notice (together with copies of such documents as may be required by the Province) is given to the Province, and if the entity resulting from the reorganization would not otherwise be responsible in law for the obligations of the Operator, the resulting entity enters into an agreement or shares agreements satisfactory to the Province under which it assumes the obligations of any person that does not constitute an Event of Default the Operator under section 15.01(m)this Agreement and the Tenures; will not be a sale, assignment, transfer or other disposition of the Interest for the purposes of this section 16.01;14.01. 16.02 14.02 The Province, acting reasonably, may refuse to consent under section 16.0114.01: (a) if the proposed purchaser, assignee, transferee or holder of the Interest Interest, in the opinion of the Province does not have the financial capacity and proven management ability and business experience (taking into account any management and senior staff to be retained by the purchaser, assignee, transferee or holder) to develop, operate and maintain the Improvements, the Access Routes, other than provincial or municipal highways for which the Province or municipality has indicated that the Province or municipality, as applicable, has responsibility, and the Controlled Recreation Area in accordance with the following: (i) Industry Standards; (ii) this Agreement and the Tenures; and (iii) the Resort Master Plan,; (b) if the proposed purchaser, assignee, transferee or holder of the Interest does not enter into an assumption agreement with the Province in accordance with section 16.0314.03; or (c) where only a part of the Interest is to be sold, assigned, transferred or disposed of, if in the opinion of the Province the future viability of the Controlled Recreation Area may be prejudiced. 16.03 14.03 Following the consent by the Province under section 16.01 14.01 and the purchaser, assignee, transferee or holder of the Interest, as the case may be, executing an assumption agreement in a form satisfactory to the Province by which it agrees to be bound by all the terms, covenants, obligations and agreements contained in this Agreement and the Tenures, the Developer Operator will be released by the Province from the same and any Security Deposit or Performance Deposit will be returned and any policy of insurance may be cancelled when the purchaser, assignee, transferee or holder of the Interest has provided the Province evidence of its compliance with the Security Deposit, Performance Deposit and insurance requirements of this Agreement. 16.04 14.04 The Developer Operator will not mortgage, pledge, charge or create any trust, security, interest or other interest or otherwise encumber its Interest without the written consent of the Province. It may be a condition of any consent of the Province under this section that: (a) all of the Interest be mortgaged, pledged, charged, or encumbered to the proposed lender, ; and (b) the proposed lender to whom the Interest is mortgaged, pledged, charged or otherwise encumbered, agrees that if the proposed lender or any Person deriving title from it acquires the Interest, the proposed lender or such Person, as the case may be, will be bound by the terms and conditions of this Agreement including the provisions of section 16.01 and the Tenures and, in exercising its remedies, will have no greater rights than the Developer Operator under the same. 16.05 The Province will, upon the request of the Developer, enter into a non-disturbance agreement with an Approved Lender on terms and conditions approved by the Province.