Common use of Additional Put Right Procedures Clause in Contracts

Additional Put Right Procedures. Notwithstanding the provisions of Sections 8.6 and 8.7, the following provisions shall apply to a KSL LP Put Right or a KKR Partners Put Right: (a) If either KSL LP or the KKR Partners exercise their respective Put Rights, the other Class A Partner shall have fifteen (15) days from the date of receipt of notice of such exercise to exercise its Put Right, failing which it shall not be entitled to exercise its Put Right until the one year anniversary of the date such notice was received (the “Put Black-Out Period”); provided, however, that notwithstanding its failure to so exercise the KSL LP Put Right, KSL LP may nonetheless exercise the KSL LP Mini Put Right during the Put Black-Out Period. The General Partner, on behalf of the Company, shall decide within thirty (30) days of the fifteen (15) day period described in this Section 8.9 whether to honor the Put Rights or to sell the Property. (b) If the exercise of the KSL LP Put Right and the KKR Partners Put Right would, in the commercially reasonable judgment of the Strategic Partners, cause Strategic Hotel Capital, Inc. to be required to consolidate the ownership of its investment in the Company on Strategic Hotel Capital, Inc.’s books for GAAP accounting purposes, the Strategic Partners shall have one hundred eighty (180) days, rather than ninety (90) days, to consummate the Put Right if they have not otherwise elected to sell the Property in lieu of honoring the Put Right. In such event, the KSL LP Put Price or the KKR Partners Put Price, as applicable, shall be determined as of the date of delivery of the KSL LP Put Notice or the KKR Partners Put Notice, as applicable.

Additional Put Right Procedures. Notwithstanding the provisions of Sections 8.6 and 8.7, the following provisions shall apply to a KSL LP Put Right or a KKR Partners Put Right: (a) If either KSL LP Newco or the KKR Partners exercise their respective North Beach Put Rights, the other Class A Partner shall have fifteen (15) days from the date of receipt of notice of such exercise to exercise its North Beach Put Right, failing which it shall not be entitled to exercise its North Beach Put Right until the one year anniversary of the date such notice was received (the “Put Black-Out Period”); provided, however, that notwithstanding its failure to so exercise the KSL LP Put Right, KSL LP may nonetheless exercise the KSL LP Mini Put Right during the Put Black-Out Period. The General Partner, on behalf of the Company, shall decide within thirty (30) days of the fifteen (15) day period described in this Section 8.9 whether to honor the North Beach Put Rights or to sell the Property. (b) If the exercise of the KSL LP North Beach Put Right and the KKR Partners North Beach Put Right would, in the commercially reasonable judgment of the Strategic Partners, cause Strategic Hotel Capital, Inc. REIT to be required to consolidate the ownership of its investment in the Company on Strategic Hotel Capital, Inc.REIT’s books for GAAP accounting purposes, the Strategic Partners shall have one hundred eighty (180) days, rather than ninety (90) days, to consummate the North Beach Put Right if they have not otherwise elected to sell the Property in lieu of honoring the North Beach Put Right. In such event, the KSL LP Put Price or the KKR Partners Put Price, as applicable, shall be determined as of the date of delivery of the KSL LP Put Notice or the KKR Partners Put NoticeNotice (in each case as defined in and delivered pursuant to the Hotel Partnership Agreement), as applicable.