Common use of Termination of the Lease Clause in Contracts

Termination of the Lease. If the Lease is terminated for any reason (a "Lease Termination"), Owner shall at the time of or prior to such Lease Termination either (i) designate another party to succeed to and assume Lessee's rights and obligations under the Lease, the Primary Management Agreement and this Agreement, or (ii) enter into a new Lease with such designated party, and in each such case shall require that such designated party expressly succeed to and assume the rights and obligations of Lessee under the Primary Management Agreement and this Agreement. Notwithstanding the foregoing, any such successor to Lessee shall be subject to Marriott's approval (Primary Manager hereby agreeing that as long as the Submanagement Agreement remains in effect, Primary Manager shall have no approval right with respect to such successor to Lessee), which approval shall not be unreasonably withheld or delayed if such successor to Lessee meets the criteria set forth below. Such approval or disapproval will be made within ten (10) business days of request by Owner, provided Owner has previously provided to Marriott all information reasonably necessary (or as reasonably requested by Marriott) in order for Marriott to make its decision. Such successor shall (x) have the financial capability to provide adequate financial support for the Hotel (Marriott hereby agreeing that a successor which has the same financial capability as Lessee as of the date of this Agreement shall be deemed to have such financial capability), (y) be of good character and reputation, and (z) agree to assume in writing the obligations of Lessee under the Primary Management Agreement. Marriott's failure to approve or disapprove such successor to Lessee within ten (10) business days shall be deemed to constitute Marriott's approval of such replacement to Lessee. If such successor to Lessee is disapproved by Marriott, Owner shall within thirty (30) days after such disapproval designate another successor to Lessee, subject to Marriott's approval rights as stated above. Until such time as a new successor Lessee is approved and in place as such successor, the disapproved successor shall continue as successor to Lessee and such continuation shall not constitute a default under this Agreement, the Primary Management Agreement or the Submanagement Agreement; so long as Owner is diligently continuing to exercise Owner's reasonable best efforts to designate a successor which is acceptable to Submanager. If required by Primary Manager, any such successor shall enter into a new management agreement on the same terms and conditions as the Primary Management Agreement for the unexpired term of the Primary Management Agreement. Any replacement of Lessee or any new Lease pursuant to this Section 1 shall be effected without any interruption or disturbance of rights of Primary Manager under the Primary Management Agreement or Marriott under the Submanagement Agreement, respectively, as long as at such time the applicable agreement has not been terminated in accordance with its terms.

Termination of the Lease. If The parties agree that the Management Agreement and the rights and benefits of Manager thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management Agreement, and not as a result of any termination of the Lease. Accordingly, if the Lease is terminated for any reason reason, including, without limitation, expiration of the term thereof or the “rejection” thereof following Bankruptcy (as defined below) of Lessee (collectively, a "“Lease Termination"”), Owner Lessor: (a) shall recognize Manager’s rights under the Management Agreement, (b) agrees that Manager shall not be named as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Hotel pursuant to the Management Agreement, and (c) shall at the time of or prior to such Lease Termination either (i) designate another party elect not to take either of the actions described in clause (c)(ii) below, in which case all of Lessee’s rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by Lessor, or (ii) cause an “Approved Lessee” (as defined below) to (x) succeed to and assume Lessee's ’s rights and obligations under the Lease, the Primary Management Agreement Agreement, and this Agreement, or (iiy) enter into a new Lease lease with such designated partyLessor in substantially the same form as the Lease, and in each such case shall require that such designated party expressly succeed to and assume the rights and obligations of the Lessee under the Primary Management Agreement and this Agreement, the intent being that the relationship between any successor Lessee, Lessor and Manager be under the same terms and conditions as the relationship between Lessee, Lessor and Manager hereunder and under the Management Agreement and the Lease. Notwithstanding the foregoing, any such Any successor to Lessee under clause (c)(ii) above shall be subject to Marriott's approval (Primary Manager hereby agreeing that as long as the Submanagement Agreement remains in effect, Primary Manager shall have no approval right with respect to such successor to Lessee)Manager’s prior written approval, which approval shall not be unreasonably withheld or delayed if such successor to Lessee meets the criteria set forth below. Such approval is (i) a direct or disapproval will be made within ten indirect wholly-owned subsidiary of Lessor, (10ii) business days a person or entity to whom a Sale of request by Owner, provided Owner has previously provided to Marriott all information reasonably necessary (or as reasonably requested by Marriott) in order for Marriott to make its decision. Such successor shall (x) have the financial capability to provide adequate financial support for the Hotel (Marriott hereby agreeing that a successor which has the same financial capability as Lessee as is permitted under Section 10.02.A. of the date of this Agreement shall be deemed to have such financial capability), (y) be of good character and reputation, and (z) agree to assume in writing the obligations of Lessee under the Primary Management Agreement. Marriott's failure to approve , or disapprove such successor to Lessee within ten (10iii) business days shall be deemed to constitute Marriott's approval of such replacement to Lessee. If such successor to Lessee is disapproved by Marriott, Owner shall within thirty (30) days after such disapproval designate another successor to Lessee, subject to Marriott's approval rights as stated above. Until such time as a new successor Lessee person or entity who otherwise is approved and by Manager in place as such successor, the disapproved successor shall continue as successor to Lessee and such continuation shall not constitute a default under this Agreement, the Primary Management Agreement or the Submanagement Agreement; so long as Owner is diligently continuing to exercise Owner's reasonable best efforts to designate a successor which is acceptable to Submanager. If required by Primary Manager, any such successor shall enter into a new management agreement on the same terms and conditions as the Primary Management Agreement for the unexpired term of the Primary Management Agreement. Any replacement of Lessee or any new Lease pursuant to this Section 1 shall be effected without any interruption or disturbance of rights of Primary Manager under the Primary Management Agreement or Marriott under the Submanagement Agreement, respectively, as long as at such time the applicable agreement has not been terminated in accordance with its termssole discretion (an “Approved Lessee”).

Termination of the Lease. If The parties agree that the Management Agreement and the rights and benefits of Manager thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management Agreement, and not as a result of any termination of the Lease. Accordingly, if the Lease is terminated for any reason reason, including, without limitation, expiration of the term thereof or the “rejection” thereof following Bankruptcy (as defined below) of Lessee (collectively, a "“Lease Termination"”), Owner Lessor: (a) shall recognize Manager’s rights under the Management Agreement, (b) agrees that Manager shall not be named by Lessor or any affiliate of Lessor as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Inn pursuant to the Management Agreement by Lessor or any affiliate of Lessor, and (c) shall at the time of or prior to such Lease Termination either (i) designate another party elect not to take either of the actions described in clause (c)(ii) below, in which case all of “Lessee’s” rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by Lessor, or (ii) cause an “Approved Lessee” (as defined below) to (x) succeed to and assume Lessee's ’s rights and obligations under the Lease, the Primary Management Agreement, and this Agreement, or (y) enter into a new lease with an Approved Lessee in substantially the same form as the Lease, and cause such Approved Lessee to assume the rights and obligations of the Lessee under the Management Agreement and this Agreement, or (ii) enter into a new Lease with such designated partythe intent being that the relationship between any successor Lessee, Lessor and in each such case shall require that such designated party expressly succeed to and assume the rights and obligations of Lessee Manager be under the Primary same terms and conditions as the relationship between Lessee, Lessor and Manager hereunder and under the Management Agreement and this Agreementthe Lease. Notwithstanding the foregoing, any such Any successor to Lessee under clause (c)(ii) above shall be subject to Marriott's approval (Primary Manager hereby agreeing that as long as the Submanagement Agreement remains in effect, Primary Manager shall have no approval right with respect to such successor to Lessee)Manager’s prior written approval, which approval shall not be unreasonably withheld or delayed if such successor to Lessee meets the criteria set forth below. Such approval is (i) a direct or disapproval will be made within ten indirect wholly-owned subsidiary of Apple Two, or (10ii) business days of request by Owner, provided Owner has previously provided a person or entity to Marriott all information reasonably necessary (or as reasonably requested by Marriott) in order for Marriott to make its decision. Such successor shall (x) have the financial capability to provide adequate financial support for the Hotel (Marriott hereby agreeing that whom a successor which has the same financial capability as Lessee as Sale of the date of this Agreement shall be deemed to have such financial capability), (y) be of good character and reputation, and (z) agree to assume in writing the obligations of Lessee Inn is permitted under the Primary Management Agreement. Marriott's failure to approve or disapprove such successor to Lessee within ten (10) business days shall be deemed to constitute Marriott's approval of such replacement to Lessee. If such successor to Lessee is disapproved by Marriott, Owner shall within thirty (30) days after such disapproval designate another successor to Lessee, subject to Marriott's approval rights as stated above. Until such time as a new successor Lessee is approved and in place as such successor, the disapproved successor shall continue as successor to Lessee and such continuation shall not constitute a default under this Agreement, the Primary Management Agreement or the Submanagement Agreement; so long as Owner is diligently continuing to exercise Owner's reasonable best efforts to designate a successor which is acceptable to Submanager. If required by Primary Manager, any such successor shall enter into a new management agreement on the same terms and conditions as the Primary Management Agreement for the unexpired term of the Primary Management Agreement. Any replacement of Lessee or any new Lease pursuant to this Section 1 shall be effected without any interruption or disturbance of rights of Primary Manager under the Primary Management Agreement or Marriott under the Submanagement Agreement, respectively, as long as at such time the applicable agreement has not been terminated in accordance with its terms(an “Approved Lessee”).

Termination of the Lease. If The parties agree that the Management ------------------------ Agreement and the rights and benefits of Manager thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management Agreement, and not as a result of any termination of the Lease. Accordingly, if the Lease is terminated for any reason reason, including, without limitation, expiration of the term thereof or the "rejection" thereof following Bankruptcy (as defined below) of Lessee (collectively, a "Lease Termination"), Owner Lessor: (a) shall recognize Manager's rights under the Management Agreement, (b) agrees that Manager shall not be named as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Inns pursuant to the Management Agreement, and (c) shall at the time of or prior to such Lease Termination either (i) designate another party elect not to take either of the actions described in clause (c)(ii) below, in which case all of "Lessee's" rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by Lessor, or (ii) cause an "Approved Lessee" (as defined below) to (x) succeed to and assume Lessee's rights and obligations under the Lease, the Primary Management Agreement Agreement, and this Agreement, or (iiy) enter into a new Lease lease with such designated partyLessor in substantially the same form as the Lease, and in each such case shall require that such designated party expressly succeed to and assume the rights and obligations of the Lessee under the Primary Management Agreement and this Agreement, the intent being that the relationship between any successor Lessee, Lessor and Manager be under the same terms and conditions as the relationship between Lessee, Lessor and Manager hereunder and under the Management Agreement and the Lease. Notwithstanding the foregoing, any such Any successor to Lessee under clause (c)(ii) above shall be subject to MarriottManager's approval (Primary Manager hereby agreeing that as long as the Submanagement Agreement remains in effect, Primary Manager shall have no approval right with respect to such successor to Lessee)prior written approval, which approval shall not be unreasonably withheld or delayed if such successor to Lessee meets the criteria set forth below. Such approval is (i) a direct or disapproval will be made within ten indirect wholly-owned subsidiary of Lessor, (10ii) business days of request by Owner, provided Owner has previously provided a person or entity to Marriott all information reasonably necessary (or as reasonably requested by Marriott) in order for Marriott to make its decision. Such successor shall (x) have the financial capability to provide adequate financial support for the Hotel (Marriott hereby agreeing that whom a successor which has the same financial capability as Lessee as Sale of the date Inns is permitted under Section 18.01(A)(2) of this Agreement shall be deemed to have such financial capability), (y) be of good character and reputation, and (z) agree to assume in writing the obligations of Lessee under the Primary Management Agreement. Marriott's failure to approve , or disapprove such successor to Lessee within ten (10iii) business days shall be deemed to constitute Marriott's approval of such replacement to Lessee. If such successor to Lessee is disapproved by Marriott, Owner shall within thirty (30) days after such disapproval designate another successor to Lessee, subject to Marriott's approval rights as stated above. Until such time as a new successor Lessee person or entity who otherwise is approved and by Manager in place as such successor, the disapproved successor shall continue as successor to Lessee and such continuation shall not constitute a default under this Agreement, the Primary Management Agreement or the Submanagement Agreement; so long as Owner is diligently continuing to exercise Owner's reasonable best efforts to designate a successor which is acceptable to Submanager. If required by Primary Manager, any such successor shall enter into a new management agreement on the same terms and conditions as the Primary Management Agreement for the unexpired term of the Primary Management Agreement. Any replacement of Lessee or any new Lease pursuant to this Section 1 shall be effected without any interruption or disturbance of rights of Primary Manager under the Primary Management Agreement or Marriott under the Submanagement Agreement, respectively, as long as at such time the applicable agreement has not been terminated in accordance with its termssole discretion (an "Approved Lessee").

Termination of the Lease. If A. In the event of termination of the Lease is terminated Agreement or any other lease agreement with an approved tenant prior to the expiration of this Agreement for any reason, whether as a result of the expiration of the Lease Agreement (as may be renewed), early termination of the Lease Agreement as a result of the Owner's exercise of its remedies, including those pursuant to Section 2 of this Agreement, or for any other reason (a the date of termination of the Lease Agreement is referred to as the "Lease Date of Termination"), the Owner shall at must immediately correct any violations of the time Owner arising from the obligations of or prior to such Lease the Owner under Agreement, and on the Termination either Date (i) designate another party to succeed to and assume Lessee's rights and obligations under take possession of the Lease, Hotels in accordance with the Primary Management Agreement and this AgreementREIT Rules (as defined below), or (ii) enter into immediately transfer the Hotels to a new Lease with such designated partysub- tenant ("Sub-tenant") of the Owner's choice for rental, and then (with subject to the right of first refusal described in paragraph C below) after esp and leased to an approved new tenant for a period equal to the remaining term of the current lease (including any renewal provisions). Each Subtenant must be a Remote Entity in Bankruptcy (as defined below). If the Sub-Lessee in any way defaults on its obligations (including by entering into voluntary or involuntary bankruptcy proceedings) and such Sub-Lessee fails to remedy such default upon receipt of written notice, the Owner,Five (5) days from receiving a written notification of this fact, (i) repairing such neglect or (ii) termination of the lease agreement with a temporary tenant and taking hotels in accordance with the REIT principles (as defined below). If the owner directly takes over the tenant's obligations under the management contract, the management contract must be adapted to the fact that the owner is the owner of the remuneration (or land tenant) of the hotels, not the tenant. In each such case shall require case, the party that such designated party expressly succeed to owns the hotels (i.e. the owner, the temporary tenant or approved substitute tenant) from the date of the solution takes over the assignment and assume the accepts in writing prospectively all rights and obligations of Lessee the tenant. on the basis of a management contract. The manager recognizes such a party as a legal successor or legal successor Westboy LLC under a management contract and performs all his obligations and obligations as a manager under a management contract for such a party. In accordance with the Primary Management Agreement and 1st AREA, 2 In this Agreement. Notwithstanding article: a letter about termination of the foregoing, any such successor lease agreement or letter about the completion of the lease agreement is a notification sent to Lessee shall be subject the tenant by the owner in order to Marriott's approval (Primary Manager hereby agreeing inform the tenant that as long as the Submanagement Agreement remains in effect, Primary Manager shall have no approval right with respect to such successor to Lessee), which approval shall lease agreement will not be unreasonably withheld continued after the end of the end. As you approach the end of the lease, you and your tenant can decide to renew or delayed if such successor terminate the lease. If you decide to Lessee meets the criteria set forth below. Such approval or disapproval will be made within ten (10) business days of request by Owner, provided Owner has previously provided to Marriott all information reasonably necessary (or as reasonably requested by Marriott) in order for Marriott to make its decision. Such successor shall (x) have the financial capability to provide adequate financial support for the Hotel (Marriott hereby agreeing that a successor which has continue renting with the same financial capability tenant, but you want to create a new lease agreement, you can create a non - standard online lease agreement in selected locations using ZILLOW RENTAL MANAGER. If you are considering terminating the lease agreement with your tenant, the letter of termination of the lease agreement is a standard notification method. Note. This guide serves only information purposes. Zillow Group Inc. does not provide any guarantees as Lessee as to the sufficient information contained in this manual or related to it, or its compliance with applicable, applicable or local regulations. The provisions regarding owners and tenants change quickly and can be regulated at federal, state and local levels. This resource does not replace advice or lawyer's services; One should not rely on this resource for any purpose without consulting a licensed lawyer in his jurisdiction. The letter about the termination of the lease usually includes: the date of this Agreement shall be deemed to have such financial capabilitytermination of the lease, the reason for termination (if concerned), copy of the lease, a request for a new address for the tenant (y) in order to transfer a refund of the deposit), instructions on how to complete the move the process of moving the control list form at the entrance (if concerned))Dates and Times for Final Review Procedure How to Write a Lease Termination Letter A letter clearly stating the landlord's termination of the lease, which must be kept in accordance with local landlord laws and fair housing laws. Be sure to consult with a local lawyer before sending a letter to terminate a lease. Step 1: Write the date, your name and contact information in the top corner of good character the letter. Step 2: Send a letter to your tenant (or tenants if there is more than one person on the lease). Step 3: In the first paragraph, include the address of the lease, the start and reputationend dates of the lease, and (z) agree the reason for the letter. Step 4: Use the second paragraph to assume remind the tenant of the first copy completed upon move-in writing and that a copy of the obligations procedure is attached to it. Step 5: Then let the tenant know that you want to make a final copy when you move out. Offer them to work for you several times and ask them to choose one of Lessee under them. Please check your local laws as some areas require the Primary Management Agreementpresence of the tenant and the process will take some time. Marriott's failure Step 6: Ask the tenant to approve or disapprove provide you with an address for future correspondence, such successor to Lessee within ten (10) business days shall be deemed to constitute Marriott's approval of such replacement to Lesseeas B. deposit refund. If such successor to Lessee Step 7: End your letter with a closing statement and your signature. Sample Lease Termination Letter Here is disapproved by Marriott, Owner shall within thirty (30) days after such disapproval designate another successor to Lessee, subject to Marriott's approval rights as stated above. Until such time a sample Lease Termination Letter that you can use as a new successor Lessee is approved and in place guide when writing a Lease Termination Letter. Be sure to check your local laws as such successor, well as the disapproved successor shall continue as successor to Lessee and such continuation shall not constitute a default under this Agreement, the Primary Management Agreement or the Submanagement Agreement; so long as Owner is diligently continuing to exercise Owner's reasonable best efforts to designate a successor which is acceptable to Submanager. If required by Primary Manager, any such successor shall enter into a new management agreement on the same terms and conditions as of your lease for any information you may need to include in your lease termination letter. When should I submit a lease termination letter? Monthly rental terminations typically require at least 30 days' notice to the Primary Management Agreement tenant. However, for permanent leases, you must provide 30, 60, or 90 days notice to terminate the unexpired term lease, depending on the terms of the Primary Management Agreementlease and local laws. Any replacement of Lessee or any new There are also cases where the landlord cannot terminate the lease. Review the lease agreement and contact your local attorney to determine the appropriate notice. For more rental articles, tips and tools, visit our Rental Resource Center. Lease contract. To the extent pursuant to this Section 1 9.04, upon expiration or early termination, such Tenant shall transfer the Premises to the Landlord in the same condition as on the date that the Tenant first occupied the Premises (regardless offor this rental agreement or an earlier rental agreement), subject to an appropriate depreciation. All changes become part of the premises and, if this rental contract is terminated or ended prematurely, become the landlord's property, unless the landlord calls on the tenant to remove some or all changes to the tenant by writing to the tenant. In this case, the tenant must do this immediately to remove these changes and to immediately remove all the resulting damage, all of which are to be effected borne by the tenant alone. All operating and commercial institutions, machines and devices, furniture, movable partition walls and personal objects that belong to the tenant or are installed at their expense in the premises are and remain the property of the tenant; In the event of expiry or early termination of this rental agreement, the tenant must remove all of these items at their own expense and to repair all damage to the premises or the building that arises from such a distance. If the tenant does not remove these items immediately or repairs such damage when the tenancy has run or prematurely terminated, the landlord can do so without any interruption or disturbance liability against the tenant, and the tenant has to pay the landlord on request. Regardless of rights of Primary Manager under the Primary Management Agreement or Marriott under above the Submanagement Agreementopposite, respectively, as long as at such time it applies in the applicable agreement has not been terminated event that the landlord allows the tenant to make changes to the premises in accordance with its termsthe provisions of Section 9.01 of this rental agreement, the landlord at the tenant's written request, undertakes to the tenant at the time of the granting of this consent In writing, to notify whether the landlord will request the tenant to remove the following changes at the end of the tenant at the expense of the tenant. Termination of the tenancy. In the event that the landlord decides to terminate the rental agreement and the right of the tenant to the premises, the landlord can reclaim the following from the tenant: (i) the value of an unpaid rent at the time of the assignment, which was earned such termination; plus (II) the value of the amount at the time of the award, around which the unpaid rent that would have been earned after the termination until the time of the award exceeds the amount of the loss of rent that the tenant could have been shown to avoid; Plus (III) the value of the amount at the time of the assignment, around which the unpaid rent for the rest of the term after the time of the assignment exceeds the amount of such losses that the tenant could have been shown to avoid; Plus (IV) of any other amount that is necessary to compensate the landlord for losses that result from the tenant's xxxxx.xx accordance with that tenancy or which may arise in the normal course of events, inter alia, because the unamortized portion of the tenant's work allowance has been amortized over the period, together with default interest and costs or expenses, as the landlord may incur or expect to incur in connection with re-entry, eviction, removal, deprivation, cleaning, refurbishment, alteration, renovation, marketing, refurbishment, subdivision or other preparation of premises for conversion, including brokerage and legal costs and legal fees; and (v) at the lessor's option, other amounts in addition to or in lieu of the above as may be permitted by applicable law from time to time. Law.

Termination of the Lease. If The parties agree that the Management Agreement and the rights and benefits of Manager thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management Agreement, and not as a result of any termination of the Lease. Accordingly, if the Lease is terminated for any reason reason, including, without limitation, expiration of the term thereof or the “rejection” thereof following Bankruptcy (as defined below) of Lessee (collectively, a "“Lease Termination"”), Owner Lessor: (a) shall recognize Manager’s rights under the Management Agreement, (b) agrees that Manager shall not be named as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Hotel pursuant to the Management Agreement, and (c) shall at the time of or prior to such Lease Termination either (i) designate another party elect not to take either of the actions described in clause (c)(ii) below, in which case all of “Lessee’s” rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by Lessor, or (ii) cause an “Approved Lessee” (as defined below) to (x) succeed to and assume Lessee's ’s rights and obligations under the Lease, the Primary Management Agreement Agreement, and this Agreement, or (iiy) enter into a new Lease lease with such designated partyLessor in substantially the same form as the Lease, and in each such case shall require that such designated party expressly succeed to and assume the rights and obligations of the Lessee under the Primary Management Agreement and this Agreement, the intent being that the relationship between any successor Lessee, Lessor and Manager be under the same terms and conditions as the relationship between Lessee, Lessor and Manager hereunder and under the Management Agreement and the Lease. Notwithstanding the foregoing, any such Any successor to Lessee under clause (c)(ii) above shall be subject to Marriott's approval (Primary Manager hereby agreeing that as long as the Submanagement Agreement remains in effect, Primary Manager shall have no approval right with respect to such successor to Lessee)Manager’s prior written approval, which approval shall not be unreasonably withheld or delayed if such successor to Lessee meets the criteria set forth below. Such approval is (i) a direct or disapproval will be made within ten indirect wholly-owned subsidiary of Lessor, (10ii) business days a person or entity to whom a Sale of request by Owner, provided Owner has previously provided to Marriott all information reasonably necessary (or as reasonably requested by Marriott) in order for Marriott to make its decision. Such successor shall (x) have the financial capability to provide adequate financial support for the Hotel (Marriott hereby agreeing that a successor which has the same financial capability as Lessee as is permitted under Section 10.02.A. of the date of this Agreement shall be deemed to have such financial capability), (y) be of good character and reputation, and (z) agree to assume in writing the obligations of Lessee under the Primary Management Agreement. Marriott's failure to approve , or disapprove such successor to Lessee within ten (10iii) business days shall be deemed to constitute Marriott's approval of such replacement to Lessee. If such successor to Lessee is disapproved by Marriott, Owner shall within thirty (30) days after such disapproval designate another successor to Lessee, subject to Marriott's approval rights as stated above. Until such time as a new successor Lessee person or entity who otherwise is approved and by Manager in place as such successor, the disapproved successor shall continue as successor to Lessee and such continuation shall not constitute a default under this Agreement, the Primary Management Agreement or the Submanagement Agreement; so long as Owner is diligently continuing to exercise Owner's reasonable best efforts to designate a successor which is acceptable to Submanager. If required by Primary Manager, any such successor shall enter into a new management agreement on the same terms and conditions as the Primary Management Agreement for the unexpired term of the Primary Management Agreement. Any replacement of Lessee or any new Lease pursuant to this Section 1 shall be effected without any interruption or disturbance of rights of Primary Manager under the Primary Management Agreement or Marriott under the Submanagement Agreement, respectively, as long as at such time the applicable agreement has not been terminated in accordance with its termssole discretion (an “Approved Lessee”).

Termination of the Lease. If The parties agree that the Management Agreement and the rights and benefits of Manager thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management Agreement, and not as a result of any termination of the Lease. Accordingly, if the Lease is terminated for any reason reason, including, without limitation, expiration of the term thereof or the “rejection” thereof following Bankruptcy (as defined below) of Tenant (collectively, a "“Lease Termination"”), Owner Owner: (a) shall recognize Manager’s rights under the Management Agreement, (b) agrees that Manager shall not be named as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Hotel pursuant to the Management Agreement, and (c) shall at the time of or prior to such Lease Termination either (i) designate another party elect not to take either of the actions described in clause (c)(ii) below, in which case all of “Owner’s” rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by Owner, or (ii) cause an Approved Lessee (as defined below), to (x) succeed to and assume Lessee's Tenant’s rights and obligations under the Lease, the Primary Management Agreement Agreement, and this Agreement, or (iiy) enter into a new Lease lease with such designated partyOwner in substantially the same form as the Lease, and in each such case shall require that such designated party expressly succeed to and assume the rights and obligations of Lessee Tenant under the Primary Management Agreement and this Agreement, the intent being that the relationship between any successor Tenant, Owner and Manager be under the same terms and conditions as the relationship between Tenant, Owner and Manager hereunder and under the Management Agreement and the Lease. Notwithstanding the foregoing, any such Any successor to Lessee Tenant under clause (c)(ii) above shall be subject to Marriott's approval (Primary Manager hereby agreeing that as long as the Submanagement Agreement remains in effect, Primary Manager shall have no approval right with respect to such successor to Lessee)Manager’s consent, which approval consent shall not be unreasonably withheld or delayed if such successor to Lessee meets the criteria set forth below. Such approval or disapproval will be made within ten (10) business days of request by Owner, an “Approved Lessee”); provided Owner has previously provided to Marriott all information reasonably necessary (or as reasonably requested by Marriott) in order for Marriott to make its decision. Such successor shall (x) have the financial capability to provide adequate financial support for the Hotel (Marriott hereby agreeing that a successor which has the same financial capability as Lessee as of the date of this Agreement shall be deemed to have such financial capability), (y) be of good character and reputation, and (z) agree to assume in writing the obligations of Lessee under the Primary Management Agreement. Marriott's failure to approve or disapprove such successor to Lessee within ten (10) business days shall be deemed to constitute Marriott's approval of such replacement to Lessee. If such successor to Lessee is disapproved by Marriott, Owner shall within thirty (30) days after such disapproval designate another successor to Lessee, subject to Marriott's approval rights as stated above. Until such time as a new successor Lessee is approved and in place as such successor, the disapproved successor shall continue as successor to Lessee and such continuation shall not constitute a default under this Agreement, the Primary Management Agreement or the Submanagement Agreement; so long as DiamondRock Hospitality Company (“DiamondRock”) is a real estate investment trust for federal income tax purposes (a “REIT”) and Owner is, directly or indirectly, a majority-owned and controlled subsidiary of DiamondRock, an Approved Lessee shall include any “taxable REIT subsidiary” (or any subsidiary of such “taxable REIT subsidiary”) that is diligently continuing to exercise Owner's reasonable best efforts to designate controlled by DiamondRock and formed for the purpose of serving as a successor which is acceptable to Submanager. If required by Primary Manager, any such successor shall enter into a new management agreement on the same terms and conditions as the Primary Management Agreement for the unexpired term of the Primary Management Agreement. Any replacement of Lessee or any new Lease pursuant to this Section 1 shall be effected without any interruption or disturbance of rights of Primary Manager under the Primary Management Agreement or Marriott under the Submanagement Agreement, respectively, as long as at such time the applicable agreement has not been terminated in accordance with its termsTenant.

Termination of the Lease. If The parties agree that the Management ------------------------ Agreement and the rights and benefits of Manager thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management Agreement, and not as a result of any termination of the Lease. Accordingly, if the Lease is terminated for any reason reason, including, without limitation, expiration of the term thereof or the "rejection" thereof following Bankruptcy (as defined below) of Lessee (collectively, a "Lease Termination"), Owner Lessor: (a) shall recognize Manager's rights under the Management Agreement, (b) agrees that Manager shall not be named as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Inns pursuant to the Management Agreement, and (c) shall at the time of or prior to such Lease Termination either (i) designate another party elect not to take either of the actions described in clause (c)(ii) below, in which case all of "Lessee's" rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by Lessor, or (ii) cause an "Approved Lessee" (as defined below) to (x) succeed to and assume Lessee's rights and obligations under the Lease, the Primary Management Agreement Agreement, and this Agreement, or (iiy) enter into a new Lease lease with such designated partyLessor in substantially the same form as the Lease, and in each such case shall require that such designated party expressly succeed to and assume the rights and obligations of the Lessee under the Primary Management Agreement and this Agreement, the intent being that the relationship between any successor Lessee, Lessor and Manager be under the same terms and conditions as the relationship between Lessee, Lessor and Manager hereunder and under the Management Agreement and the Lease. Notwithstanding the foregoing, any such Any successor to Lessee under clause (c)(ii) above shall be subject to MarriottManager's approval (Primary Manager hereby agreeing that as long as the Submanagement Agreement remains in effect, Primary Manager shall have no approval right with respect to such successor to Lessee)prior written approval, which approval shall not be unreasonably withheld or delayed if such successor to Lessee meets the criteria set forth below. Such approval is (i) a direct or disapproval will be made within ten indirect wholly-owned subsidiary of Lessor, (10ii) business days of request by Owner, provided Owner has previously provided a person or entity to Marriott all information reasonably necessary (or as reasonably requested by Marriott) in order for Marriott to make its decision. Such successor shall (x) have the financial capability to provide adequate financial support for the Hotel (Marriott hereby agreeing that whom a successor which has the same financial capability as Lessee as Sale of the date Inns is permitted under Section 18.01 (A) of this Agreement shall be deemed to have such financial capability), (y) be of good character and reputation, and (z) agree to assume in writing the obligations of Lessee under the Primary Management Agreement. Marriott's failure to approve , or disapprove such successor to Lessee within ten (10iii) business days shall be deemed to constitute Marriott's approval of such replacement to Lessee. If such successor to Lessee is disapproved by Marriott, Owner shall within thirty (30) days after such disapproval designate another successor to Lessee, subject to Marriott's approval rights as stated above. Until such time as a new successor Lessee person or entity who otherwise is approved and by Manager in place as such successor, the disapproved successor shall continue as successor to Lessee and such continuation shall not constitute a default under this Agreement, the Primary Management Agreement or the Submanagement Agreement; so long as Owner is diligently continuing to exercise Owner's reasonable best efforts to designate a successor which is acceptable to Submanager. If required by Primary Manager, any such successor shall enter into a new management agreement on the same terms and conditions as the Primary Management Agreement for the unexpired term of the Primary Management Agreement. Any replacement of Lessee or any new Lease pursuant to this Section 1 shall be effected without any interruption or disturbance of rights of Primary Manager under the Primary Management Agreement or Marriott under the Submanagement Agreement, respectively, as long as at such time the applicable agreement has not been terminated in accordance with its termssole discretion (an "Approved Lessee").

Termination of the Lease. If The parties agree that the Management Agreement and the rights and benefits of Manager thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management Agreement, and not as a result of any termination or expiration of the Lease. Accordingly, if during the term of the Management Agreement the Lease is terminated for any reason reason, including, without limitation, expiration of the term thereof or the "rejection" thereof following Bankruptcy (as defined below) of Lessee (collectively, a "Lease Termination"), Owner then, so long as (1) the Management Agreement is then in full force and effect, and (2) Manager attorns to Lessor as “Owner” under the Management Agreement (subject in all respects to Manager’s rights under Section 7.03 of the Management Agreement), Lessor: (a) shall recognize Manager’s rights under the Management Agreement, (b) agrees that Manager shall not be named as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Hotel pursuant to the Management Agreement, and (c) shall at the time of or prior to such Lease Termination either (i) designate another party elect not to take either of the actions described in clause (c)(ii) below, in which case all of "Owner’s" rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by Lessor, or (ii) cause a successor lessee, consented to by Manager, which consent shall not be unreasonably withheld or delayed, to (x) succeed to and assume Lessee's ’s rights and obligations under the Lease, the Primary Management Agreement Agreement, and this Agreement, or (iiy) enter into a new Lease lease with such designated partyLessor in substantially the same form as the Lease, and in each such case shall require that such designated party expressly succeed to and assume the rights and obligations of the Lessee under the Primary Management Agreement and this Agreement. Notwithstanding , the foregoing, intent being that the relationship between any such successor to Lessee shall be subject to Marriott's approval (Primary Manager hereby agreeing that as long as the Submanagement Agreement remains in effect, Primary Manager shall have no approval right with respect to such successor to Lessee), which approval shall not be unreasonably withheld or delayed if such successor to Lessee meets the criteria set forth below. Such approval or disapproval will be made within ten (10) business days of request by Owner, provided Owner has previously provided to Marriott all information reasonably necessary (or as reasonably requested by Marriott) in order for Marriott to make its decision. Such successor shall (x) have the financial capability to provide adequate financial support for the Hotel (Marriott hereby agreeing that a successor which has the same financial capability as Lessee as of the date of this Agreement shall be deemed to have such financial capability), (y) be of good character and reputation, and (z) agree to assume in writing the obligations of Lessee under the Primary Management Agreement. Marriott's failure to approve or disapprove such successor to Lessee within ten (10) business days shall be deemed to constitute Marriott's approval of such replacement to Lessee. If such successor to Lessee is disapproved by Marriott, Owner shall within thirty (30) days after such disapproval designate another successor to Lessee, subject to Marriott's approval rights as stated above. Until such time as a new successor Lessee is approved Lessor and in place as such successor, the disapproved successor shall continue as successor to Lessee and such continuation shall not constitute a default Manager be under this Agreement, the Primary Management Agreement or the Submanagement Agreement; so long as Owner is diligently continuing to exercise Owner's reasonable best efforts to designate a successor which is acceptable to Submanager. If required by Primary Manager, any such successor shall enter into a new management agreement on the same terms and conditions as the Primary relationship between Lessee, Lessor and Manager hereunder and under the Management Agreement for and the unexpired term of the Primary Management Agreement. Any replacement of Lessee or any new Lease pursuant to this Section 1 shall be effected without any interruption or disturbance of rights of Primary Manager under the Primary Management Agreement or Marriott under the Submanagement Agreement, respectively, as long as at such time the applicable agreement has not been terminated in accordance with its termsLease.

Termination of the Lease. If The parties agree that the Management Agreement and the rights and benefits of Marriott thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management Agreement (or in accordance with the terms of any other agreement or instrument binding on Marriott), and not as a result of any termination of the Lease. Accordingly, if the Lease is terminated for any reason reason, including, without limitation, expiration of the term thereof or the "rejection" thereof, following Bankruptcy (as defined in Section 10 hereof) of Lessee (a "Lease Termination"), Owner shall at the time of or prior to such Lease Termination either (a) elect not to take either of the actions described in clause (b) below, in which case all of "Owner's" rights, benefits, privileges and obligations under the Management Agreement with respect to periods after such Lease Termination shall automatically revert to Owner, or (b) cause an "Approved Tenant" (as defined hereunder) to (i) designate another party to succeed to and assume Lessee's rights and obligations under the Lease, the Primary Management Agreement and this Agreement, or (ii) enter into a new lease with Owner in substantially the same form as the Lease with such designated partychanges as may be negotiated between Owner and the Approved Tenant, provided such changes do not materially and adversely restrict, limit or interfere with the rights of Marriott hereunder or under the Management Agreement, including without limitation (A) provide for a term which is less than the unexpired portion of the Lease term, (B) limit or otherwise purport to reduce, or modify in any manner adverse to Marriott, Owner's responsibility for the Retained Obligations or Continuing Obligations or (C) amend or modify the following provisions of the Lease: Section 132, Sections 3.16(a)-(f), Section 4.4, Section 5.1.2, Article 6, Section 17.3 and the definition of any terms used in any such Sections or Articles (or which would otherwise be acceptable to Marriott), and in each such case shall require that such designated party expressly succeed to and assume the rights and obligations of Lessee under the Primary Management Agreement and this Agreement. Notwithstanding , the foregoing, intent being that the relationship between any such successor to Lessee shall be subject to Marriott's approval (Primary Manager hereby agreeing that as long as the Submanagement Agreement remains in effect, Primary Manager shall have no approval right with respect to such successor to Lessee), which approval shall not be unreasonably withheld or delayed if such successor to Lessee meets the criteria set forth below. Such approval or disapproval will be made within ten (10) business days of request by Owner, provided Owner has previously provided to Marriott all information reasonably necessary (or as reasonably requested by Marriott) in order for Marriott to make its decision. Such successor shall (x) have the financial capability to provide adequate financial support for the Hotel (Marriott hereby agreeing that a successor which has the same financial capability as Lessee as of the date of this Agreement shall be deemed to have such financial capability), (y) be of good character and reputation, and (z) agree to assume in writing the obligations of Lessee under the Primary Management Agreement. Marriott's failure to approve or disapprove such successor to Lessee within ten (10) business days shall be deemed to constitute Marriott's approval of such replacement to Lessee. If such successor to Lessee is disapproved by Marriottlessee, Owner shall within thirty (30) days after such disapproval designate another successor to Lessee, subject to Marriott's approval rights as stated above. Until such time as a new successor Lessee is approved and in place as such successor, the disapproved successor shall continue as successor to Lessee and such continuation shall not constitute a default Marriott be under this Agreement, the Primary Management Agreement or the Submanagement Agreement; so long as Owner is diligently continuing to exercise Owner's reasonable best efforts to designate a successor which is acceptable to Submanager. If required by Primary Manager, any such successor shall enter into a new management agreement on the same terms and conditions as the Primary relationship between Lessee, Owner and Marriott hereunder and under the Management Agreement, Operating Agreement for (as defined hereunder) and the unexpired term Lease. The succession of the Primary Management Agreement. Any replacement of Lessee or any new Lessee's interests as described in clauses (a) and (b) above are herein referred to as a "Lease pursuant to this Section 1 shall be effected without any interruption or disturbance of rights of Primary Manager under the Primary Management Agreement or Marriott under the Submanagement Agreement, respectively, as long as at such time the applicable agreement has not been terminated in accordance with its termsSuccession."

Termination of the Lease. If The parties agree that the Management Agreement and the rights and benefits of Manager thereunder shall not be terminated or disturbed in any respect as a result of any termination of the Lease. Accordingly, if the Lease is terminated for any reason reason, including, without limitation, expiration of the term thereof or the “rejection” thereof following Bankruptcy (as defined below) of Tenant (collectively, a "“Lease Termination"”), Owner Landlord: (a) shall recognize Manager’s rights under the Management Agreement; (b) agrees that Manager shall not be named as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Hotel pursuant to the Management Agreement; and (c) shall at the time of or prior to such Lease Termination either (i) designate another party elect not to take either of the actions described in clause (c)(ii) below, in which case all of Tenant’s rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by Landlord, or (ii) cause an “Approved Tenant” (as defined below) to (x) succeed to and assume Lessee's Tenant’s rights and obligations under the Lease, the Primary Management Agreement Agreement, and this Agreement, or (iiy) enter into a new Lease lease with such designated partyLandlord in substantially the same form as the Lease, and in each such case shall require that such designated party expressly succeed to and assume the rights and obligations of Lessee the Tenant under the Primary Management Agreement and this Agreement, the intent being that the relationship between any successor Tenant, Landlord and Manager be under the same terms and conditions as the relationship between Tenant, Landlord and Manager under this Agreement and under the Management Agreement and the Lease. Notwithstanding the foregoing, any such Any successor to Lessee Tenant under clause (c)(ii) above shall be subject to Marriott's approval (Primary Manager hereby agreeing that as long as the Submanagement Agreement remains in effect, Primary Manager shall have no approval right with respect to such successor to Lessee)Manager’s prior written approval, which approval shall not be unreasonably withheld or delayed if such successor to Lessee meets the criteria set forth below. Such approval Tenant is (i) a direct or disapproval will be made within ten indirect wholly-owned subsidiary of Landlord, (10ii) business days a person or entity to whom a Sale of request by Owner, provided Owner has previously provided to Marriott all information reasonably necessary (or as reasonably requested by Marriott) in order for Marriott to make its decision. Such successor shall (x) have the financial capability to provide adequate financial support for the Hotel (Marriott hereby agreeing that a successor which has the same financial capability as Lessee as is permitted under Section 10.02.A of the date of this Agreement shall be deemed to have such financial capability), (y) be of good character and reputation, and (z) agree to assume in writing the obligations of Lessee under the Primary Management Agreement. Marriott's failure to approve , or disapprove such successor to Lessee within ten (10iii) business days shall be deemed to constitute Marriott's approval of such replacement to Lessee. If such successor to Lessee is disapproved by Marriott, Owner shall within thirty (30) days after such disapproval designate another successor to Lessee, subject to Marriott's approval rights as stated above. Until such time as a new successor Lessee person or entity who otherwise is approved and by Manager in place as such successor, the disapproved successor shall continue as successor to Lessee and such continuation shall not constitute a default under this Agreement, the Primary Management Agreement or the Submanagement Agreement; so long as Owner is diligently continuing to exercise Owner's reasonable best efforts to designate a successor which is acceptable to Submanager. If required by Primary Manager, any such successor shall enter into a new management agreement on the same terms and conditions as the Primary Management Agreement for the unexpired term of the Primary Management Agreement. Any replacement of Lessee or any new Lease pursuant to this Section 1 shall be effected without any interruption or disturbance of rights of Primary Manager under the Primary Management Agreement or Marriott under the Submanagement Agreement, respectively, as long as at such time the applicable agreement has not been terminated in accordance with its termssole discretion (an “Approved Tenant”).

Termination of the Lease. If The parties agree that the Management Agreement and the rights and benefits of Manager thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management Agreement, and not as a result of any termination of the Lease. Accordingly, if the Lease is terminated for any reason reason, including, without limitation, expiration of the term thereof or the "rejection" thereof following Bankruptcy (as defined below) of Lessee (collectively, a "Lease Termination"), Owner Property Owner: (a) shall recognize Manager’s rights under the Management Agreement, (b) agree that Manager shall not be named as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Hotel pursuant to the Management Agreement, and (c) shall at the time of or prior to such Lease Termination either (i) designate another party not take any of the applicable actions described in clause (c)(ii) below (to the extent such actions are applicable), in which case all of "Owner’s" rights, benefits, privileges and obligations under the Management Agreement with respect to periods after such Lease Termination shall be assumed directly by Property Owner and the applicable parties hereto agree that the applicable provisions of the Management Agreement reflecting the Lease structure shall be amended to reflect such Lease Agreement Termination, or (ii) cause a successor Lessee, consented to by Manager, which consent shall not be unreasonably withheld or delayed, to (x) succeed to and assume Lessee's rights and ’s obligations under the Lease, the Primary Management Agreement and this Agreement, and the Management Agreement (as may be amended) or (iiy) enter into a new Lease lease with such designated partyProperty Owner in substantially the same form as the Lease, and in each such case shall require that such designated party expressly succeed to and assume the rights and obligations of the Lessee (if any) under the Primary Management Agreement (as may be amended) and this Agreement. Notwithstanding the foregoing, any such successor to Lessee shall Agreement (as may be subject to Marriott's approval (Primary Manager hereby agreeing that as long as the Submanagement Agreement remains in effect, Primary Manager shall have no approval right with respect to such successor to Lesseeamended), which approval shall not be unreasonably withheld or delayed if such the intent being that the relationship between any successor to Lessee meets the criteria set forth below. Such approval or disapproval will be made within ten (10) business days of request by Lessee, Property Owner, provided Owner has previously provided to Marriott all information reasonably necessary (or as reasonably requested by Marriott) in order for Marriott to make its decision. Such successor shall (x) have the financial capability to provide adequate financial support for the Hotel (Marriott hereby agreeing that a successor which has the same financial capability as Lessee as of the date of this Agreement shall and Manager be deemed to have such financial capability), (y) be of good character and reputation, and (z) agree to assume in writing the obligations of Lessee under the Primary Management Agreement. Marriott's failure to approve or disapprove such successor to Lessee within ten (10) business days shall be deemed to constitute Marriott's approval of such replacement to Lessee. If such successor to Lessee is disapproved by Marriott, Owner shall within thirty (30) days after such disapproval designate another successor to Lessee, subject to Marriott's approval rights as stated above. Until such time as a new successor Lessee is approved and in place as such successor, the disapproved successor shall continue as successor to Lessee and such continuation shall not constitute a default under this Agreement, the Primary Management Agreement or the Submanagement Agreement; so long as Owner is diligently continuing to exercise Owner's reasonable best efforts to designate a successor which is acceptable to Submanager. If required by Primary Manager, any such successor shall enter into a new management agreement on substantially the same terms and conditions as the Primary relationship between Lessee, Property Owner, and Manager hereunder and under the Management Agreement for the unexpired term of the Primary Management Agreement. Any replacement of Lessee or any new Lease pursuant to this Section 1 shall be effected without any interruption or disturbance of rights of Primary Manager under the Primary Management Agreement or Marriott under the Submanagement Agreement, respectively, as long as at such time the applicable agreement has not been terminated in accordance with its termsand Lease.

Termination of the Lease. If The parties agree that the Management Agreement and the rights and benefits of Manager thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management Agreement, and not as a result of any termination of the Lease. Accordingly, if the Lease is terminated for any reason reason, including, without limitation, expiration of the term thereof or the “rejection” thereof following Bankruptcy (as defined below) of Lessee (collectively, a "“Lease Termination"”), Owner Lessor: (a) shall recognize Manager’s rights under the Management Agreement, (b) agrees that Manager shall not be named as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Inns pursuant to the Management Agreement, and (c) shall at the time of or prior to such Lease Termination either (i) designate another party elect not to take either of the actions described in clause (c)(ii) below, in which case all of “Lessee’s” rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by Lessor, or (ii) cause an “Approved Lessee” (as defined below) to (x) succeed to and assume Lessee's ’s rights and obligations under the Lease, the Primary Management Agreement Agreement, and this the Owner Agreement, or (iiy) enter into a new Lease lease with such designated partyLessor in substantially the same form as the Lease, and in each such case shall require that such designated party expressly succeed to and assume the rights and obligations of the Lessee under the Primary Management Agreement and this the Owner Agreement, the intent being that the relationship between any successor Lessee, Lessor and Manager be under the same terms and conditions as the relationship between Lessee, Lessor and Manager hereunder and under the Management Agreement and the Lease. Notwithstanding the foregoing, any such Any successor to Lessee under clause (c)(ii) above shall be subject to Marriott's approval (Primary Manager hereby agreeing that as long as the Submanagement Agreement remains in effect, Primary Manager shall have no approval right with respect to such successor to Lessee)Manager’s prior written approval, which approval shall not be unreasonably withheld or delayed if such successor to Lessee meets the criteria set forth below. Such approval is (i) a person or disapproval will be made within ten (10) business days of request by Owner, provided Owner has previously provided entity to Marriott all information reasonably necessary (or as reasonably requested by Marriott) in order for Marriott to make its decision. Such successor shall (x) have the financial capability to provide adequate financial support for the Hotel (Marriott hereby agreeing that whom a successor which has the same financial capability as Lessee as Sale of the date Inns is permitted under Section 18.01 (A) of this Agreement shall be deemed to have such financial capability), (y) be of good character and reputation, and (z) agree to assume in writing the obligations of Lessee under the Primary Management Agreement. Marriott's failure to approve , or disapprove such successor to Lessee within ten (10ii) business days shall be deemed to constitute Marriott's approval of such replacement to Lessee. If such successor to Lessee is disapproved by Marriott, Owner shall within thirty (30) days after such disapproval designate another successor to Lessee, subject to Marriott's approval rights as stated above. Until such time as a new successor Lessee person or entity who otherwise is approved and by Manager in place as such successor, the disapproved successor shall continue as successor to Lessee and such continuation shall not constitute a default under this Agreement, the Primary Management Agreement or the Submanagement Agreement; so long as Owner is diligently continuing to exercise Owner's reasonable best efforts to designate a successor which is acceptable to Submanagerits sole discretion (an “Approved Lessee”). If required by Primary Manager, any such successor shall enter into a new management agreement on the same terms and conditions as the Primary Management Agreement for the unexpired term of the Primary Management Agreement. Any replacement of Lessee or any new Lease pursuant to this Section 1 shall be effected without any interruption or disturbance of rights of Primary Manager under the Primary Management Agreement or Marriott under the Submanagement Agreement, respectively, as long as at such time the applicable agreement has not been terminated in accordance with its terms.

Termination of the Lease. If The parties agree that the Management Agreement and the rights and benefits of Manager thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management Agreement, and not as a result of any termination of the Lease. Accordingly, if the Lease is terminated for any reason reason, including, without limitation, expiration of the term thereof or the "rejection" thereof following Bankruptcy (as defined below) of Lessee (collectively, a "Lease Termination"), Owner Lessor: (a) shall recognize Manager's rights under the Management Agreement, (b) agrees that Manager shall not be named as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Inn pursuant to the Management Agreement, and (c) shall at the time of or prior to such Lease Termination either (i) designate another party elect not to take either of the actions described in clause (c)(ii) below, in which case all of "Lessee's" rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by Lessor, or (ii) cause an "Approved Lessee" (as defined below) to (x) succeed to and assume Lessee's rights and obligations under the Lease, the Primary Management Agreement Agreement, and this Agreement, or (iiy) enter into a new Lease lease with such designated partyLessor in substantially the same form as the Lease, and in each such case shall require that such designated party expressly succeed to and assume the rights and obligations of the Lessee under the Primary Management Agreement and this Agreement, the intent being that the relationship between any successor Lessee, Lessor and Manager be under the same terms and conditions as the relationship between Lessee, Lessor and Manager hereunder and under the Management Agreement and the Lease. Notwithstanding the foregoing, any such Any successor to Lessee under clause (c)(ii) above shall be subject to MarriottManager's approval (Primary Manager hereby agreeing that as long as the Submanagement Agreement remains in effect, Primary Manager shall have no approval right with respect to such successor to Lessee)prior written approval, which approval shall not be unreasonably withheld or delayed if such successor to Lessee meets the criteria set forth below. Such approval is (i) a direct or disapproval will be made within ten indirect wholly-owned subsidiary of Lessor, (10ii) business days of request by Owner, provided Owner has previously provided a person or entity to Marriott all information reasonably necessary (or as reasonably requested by Marriott) in order for Marriott to make its decision. Such successor shall (x) have the financial capability to provide adequate financial support for the Hotel (Marriott hereby agreeing that whom a successor which has the same financial capability as Lessee as Sale of the date Inn is permitted under Section 10.02.A. of this Agreement shall be deemed to have such financial capability), (y) be of good character and reputation, and (z) agree to assume in writing the obligations of Lessee under the Primary Management Agreement. Marriott's failure to approve , or disapprove such successor to Lessee within ten (10iii) business days shall be deemed to constitute Marriott's approval of such replacement to Lessee. If such successor to Lessee is disapproved by Marriott, Owner shall within thirty (30) days after such disapproval designate another successor to Lessee, subject to Marriott's approval rights as stated above. Until such time as a new successor Lessee person or entity who otherwise is approved and by Manager in place as such successor, the disapproved successor shall continue as successor to Lessee and such continuation shall not constitute a default under this Agreement, the Primary Management Agreement or the Submanagement Agreement; so long as Owner is diligently continuing to exercise Owner's reasonable best efforts to designate a successor which is acceptable to Submanager. If required by Primary Manager, any such successor shall enter into a new management agreement on the same terms and conditions as the Primary Management Agreement for the unexpired term of the Primary Management Agreement. Any replacement of Lessee or any new Lease pursuant to this Section 1 shall be effected without any interruption or disturbance of rights of Primary Manager under the Primary Management Agreement or Marriott under the Submanagement Agreement, respectively, as long as at such time the applicable agreement has not been terminated in accordance with its termssole discretion (an "Approved Lessee").

Termination of the Lease. If The parties agree that the Management Agreement and the rights and benefits of Manager thereunder shall not be terminated or disturbed in any respect except in accordance with the terms of the Management Agreement, and not as a result of any termination of the Lease. Accordingly, if the Lease is terminated for any reason reason, including, without limitation, expiration of the term thereof or the “rejection” thereof following Bankruptcy (as defined below) of Lessee (collectively, a "“Lease Termination"”), Owner Lessor: (a) shall recognize Manager’s rights under the Management Agreement, (b) agrees that Manager shall not be named by Lessor or any affiliate of Lessor as a party in any eviction or other possessory action or proceeding, and that Manager shall not be disturbed in its right to manage the Inn pursuant to the Management Agreement by Lessor or any affiliate of Lessor, and (c) shall at the time of or prior to such Lease Termination either (i) designate another party elect not to take either of the actions described in clause (c)(ii) below, in which case all of “Lessee’s” rights, benefits, privileges and obligations under the Management Agreement with respect to periods after the Lease Termination shall be assumed directly by Lessor, or (ii) cause an “Approved Lessee” (as defined below) to (x) succeed to and assume Lessee's ’s rights and obligations under the Lease, the Primary Management Agreement, and this Agreement, or (y) enter into a new lease with an Approved Lessee in substantially the same form as the Lease, and cause such Approved Lessee to assume the rights and obligations of the Lessee under the Management Agreement and this Agreement, or (ii) enter into a new Lease with such designated partythe intent being that the relationship between any successor Lessee, Lessor and in each such case shall require that such designated party expressly succeed to and assume the rights and obligations of Lessee Manager be under the Primary same terms and conditions as the relationship between Lessee, Lessor and Manager hereunder and under the Management Agreement and this Agreementthe Lease. Notwithstanding the foregoing, any such Any successor to Lessee under clause (c)(ii) above shall be subject to Marriott's approval (Primary Manager hereby agreeing that as long as the Submanagement Agreement remains in effect, Primary Manager shall have no approval right with respect to such successor to Lessee)Manager’s prior written approval, which approval shall not be unreasonably withheld or delayed if such successor to Lessee meets the criteria set forth below. Such approval is (i) a direct or disapproval will be made within ten indirect wholly-owned subsidiary of Apple Five, or (10ii) business days of request by Owner, provided Owner has previously provided a person or entity to Marriott all information reasonably necessary (or as reasonably requested by Marriott) in order for Marriott to make its decision. Such successor shall (x) have the financial capability to provide adequate financial support for the Hotel (Marriott hereby agreeing that whom a successor which has the same financial capability as Lessee as Sale of the date of this Agreement shall be deemed to have such financial capability), (y) be of good character and reputation, and (z) agree to assume in writing the obligations of Lessee Inn is permitted under the Primary Management Agreement. Marriott's failure to approve or disapprove such successor to Lessee within ten (10) business days shall be deemed to constitute Marriott's approval of such replacement to Lessee. If such successor to Lessee is disapproved by Marriott, Owner shall within thirty (30) days after such disapproval designate another successor to Lessee, subject to Marriott's approval rights as stated above. Until such time as a new successor Lessee is approved and in place as such successor, the disapproved successor shall continue as successor to Lessee and such continuation shall not constitute a default under this Agreement, the Primary Management Agreement or the Submanagement Agreement; so long as Owner is diligently continuing to exercise Owner's reasonable best efforts to designate a successor which is acceptable to Submanager. If required by Primary Manager, any such successor shall enter into a new management agreement on the same terms and conditions as the Primary Management Agreement for the unexpired term of the Primary Management Agreement. Any replacement of Lessee or any new Lease pursuant to this Section 1 shall be effected without any interruption or disturbance of rights of Primary Manager under the Primary Management Agreement or Marriott under the Submanagement Agreement, respectively, as long as at such time the applicable agreement has not been terminated in accordance with its terms(an “Approved Lessee”).