Common use of AmeriSuites Hotels Clause in Contracts

AmeriSuites Hotels. (a) In the event that Seller or any Seller Subsidiary shall seek to acquire and/or construct a new "AmeriSuites" brand hotel within a radius of three (3) miles of the Property (each a "Proposed AmeriSuites Hotel") at any -------------------------- time during the Restricted Period, Purchaser or any of its Affiliates shall have the right and option to purchase said Proposed AmeriSuites Hotel (or Seller's interest therein) pursuant to the terms and conditions set forth below. (b) With respect to each Proposed AmeriSuites Hotel, to the extent in Seller's possession and control and (to the extent applicable to the Proposed AmeriSuites Hotel) Seller shall submit in writing to Purchaser (or shall provide Purchaser with notice of and reasonable access to) the items set forth in clauses (i) through (ix) below (collectively, a "Project Plan") as soon ------------ as such information is readily available and, with respect to any Proposed AmeriSuites Hotel which Seller seeks to construct, no later than 210 days prior to the anticipated completion date for construction set forth in the Project Plan. The Project Plan shall be comprised of the following: (i) to the extent then available or completed, detailed plans and specifications for the construction of the Proposed AmeriSuites Hotel; (ii) a schedule for the estimated costs of construction prepared jointly by the contractor engaged to perform the work and Seller; a construction schedule setting forth the target commencement date, substantial completion date and final completion date for the construction of the Projected AmeriSuites Hotel and the dates for completion of the various phases of construction, if applicable; (iii) estimated operating expenses and cash flow, occupancy projections and Rev PAR information for the first twelve months after opening and for periods thereafter, to the extent then developed; (iv) historical occupancy and Rev Par information for the preceding three years; (v) estimated costs for reflagging the Proposed AmeriSuites Hotel; (vi) a title insurance commitment issued in Seller's name relating to the site of the Proposed AmeriSuites Hotel, together with copies of all documents referenced therein; (vii) a survey of the site for the Proposed AmeriSuites Hotel; (viii) any environmental or engineering reports prepared in connection with the Proposed AmeriSuites Hotel; and (ix) such other information (including without limitation market information) with respect to a Proposed AmeriSuites Hotel as may be reasonably necessary to permit a purchaser to adequately evaluate the same, provided such information has been developed and is in the possession of Seller or may be obtained at a nominal cost. By its delivery of the Project Plan as provided in this Section 13.3(b), Seller --------------- shall not be warranting or guaranteeing the accuracy of such information (though Seller shall not deliver any information which it knows to be untrue or misleading), it being agreed that Purchaser shall be responsible for making an independent investigation and determination with respect to such information. (c) No later than the date which is 30 days after Seller has provided the Project Plan to Purchaser, Purchaser shall notify Seller whether it will acquire the Proposed AmeriSuites Hotel on the following terms and conditions: (i) The purchase price for the Proposed AmeriSuites Hotel shall be either (X) one hundred five percent (105%) of Construction Costs, if Seller constructs the Proposed AmeriSuites Hotel or (Y) 105% of Acquisition Costs, if Seller acquires an existing Proposed AmeriSuites Hotel; provided, however, that if Seller is able to assign to Purchaser any contract of sale between Seller and an owner of a Proposed AmeriSuites Hotel, without penalty, consent or a requirement of Seller's continuing liability thereafter, then Purchaser, in its sole discretion, may accept such assignment and pay to Seller in lieu of the purchase price described in this subparagraph (i), an amount equal to the sum of (A) any deposits made by Seller under the contract of sale, (B) any reasonable costs or expenses incurred by Seller as of the date of the assignment and (c) an amount equal to that which, absent the assignment to Purchaser, would have been five percent (5%) of Acquisition Costs or Construction Costs, as appropriate; (ii) Within three (3) Business Days after providing its notice of intent to purchase the Proposed AmeriSuites Hotel, Purchaser shall provide to an escrow agent reasonably acceptable to Seller and Purchaser a deposit toward the purchase price in an amount equal to five percent (5%) of the purchase price, which deposit, at Purchaser's election, may be in the form of a letter of credit issued by a bank or other lending institution reasonably approved by Seller; (iii) Any hotel which Purchaser or its Affiliates acquires pursuant to this Section 13.3 shall be operated as an AmeriSuites brand ------------ hotel pursuant to a franchise agreement entered into by Purchaser or its Affiliate, as franchisee, and Seller, as franchisor, which franchise agreement shall have a minimum term of ten (10) years and be in Seller's then-standard form of franchise agreement at such time; (iv) At the Closing, in the event Purchaser or its Affiliate simultaneously enters into an operating lease with an Affiliate of Purchaser for the operation of the Proposed AmeriSuites Hotel and directs that the such entity be the franchisee, Seller, as franchisor, shall provide a "comfort letter" in favor of Purchaser substantially in the form of Exhibit E-1; ----------- and (v) If Seller constructs the Proposed AmeriSuites Hotel, the obligation of Purchaser to close on the acquisition thereof shall be conditioned on receipt of a temporary certificate of occupancy for the Proposed AmeriSuites Hotel. (d) If Purchaser elects to acquire the Proposed AmeriSuites Hotel, then within ten (10) Business Days after Seller's receipt of Purchaser's election to purchase, Seller or a Seller Subsidiary, as applicable, and Purchaser shall execute and deliver a contract of sale relating to such Proposed AmeriSuites Hotel, containing (among other terms) the terms and conditions set forth in this Section 13.3. ------------ (e) If Purchaser fails to exercise its option to purchase by providing written notice to Seller within the time period set forth in subparagraph (c), Purchaser shall be deemed conclusively to have rejected its option to purchase the Proposed AmeriSuites Hotel. In such event or if Purchaser rejects its option to purchase a Proposed AmeriSuites Hotel, this Agreement immediately shall terminate and be of no further force and effect with respect to such Proposed AmeriSuites Hotel. Notwithstanding the foregoing, Seller shall be obligated to re-offer such Proposed AmeriSuites Hotel to Purchaser in accordance with this Section 13.3 if the size of the Proposed AmeriSuites Hotel ------------ is changed substantially or any projection of total costs and expenses for such Proposed AmeriSuites Hotel shows total costs and expenses which are substantially less than those contained in the Project Plan. The exercise or non-exercise by Purchaser of the right to purchase a particular Proposed AmeriSuites Hotel does not affect Purchaser's continuing rights under this Section 13.3 with respect to any other Proposed AmeriSuites Hotels. ------------ (f) Except as provided by subsection (g) below, the obligations of Seller under this Section 13.3 shall apply to any "AmeriSuites" ------------ hotels which Seller or any Seller Subsidiary owns or which Seller or any Seller Subsidiary has the right to sell, and Seller shall cause such Seller Subsidiaries desiring to sell any "AmeriSuites" or similar hotel to comply with this Section 13.3 on the same terms as Seller. Reference to "sell" in this ------------

AmeriSuites Hotels. (a) In the event that Seller or any Seller Subsidiary shall seek to acquire and/or construct a new "AmeriSuites" brand hotel within a radius of three (3) miles of the Property (each a "Proposed AmeriSuites Hotel") at any -------------------------- time during the Restricted Period, Purchaser or any of its Affiliates shall have the right and option to purchase said Proposed AmeriSuites Hotel (or Seller's interest therein) pursuant to the terms and conditions set forth below. (b) With respect to each Proposed AmeriSuites Hotel, to the extent in Seller's possession and control and (to the extent applicable to the Proposed AmeriSuites Hotel) Seller shall submit in writing to Purchaser (or shall provide Purchaser with notice of and reasonable access to) the items set forth in clauses (i) through (ix) below (collectively, a "Project Plan") as soon ------------ as such information is readily available and, with respect to any Proposed AmeriSuites Hotel which Seller seeks to construct, no later than 210 days prior to the anticipated completion date for construction set forth in the Project Plan. The Project Plan shall be comprised of the following: (i) to the extent then available or completed, detailed plans and specifications for the construction of the Proposed AmeriSuites Hotel; (ii) a schedule for the estimated costs of construction prepared jointly by the contractor engaged to perform the work and Seller; a construction schedule setting forth the target commencement date, substantial completion date and final completion date for the construction of the Projected AmeriSuites Hotel and the dates for completion of the various phases of construction, if applicable; (iii) estimated operating expenses and cash flow, occupancy projections and Rev PAR information for the first twelve months after opening and for periods thereafter, to the extent then developed; (iv) historical occupancy and Rev Par information for the preceding three years; (v) estimated costs for reflagging the Proposed AmeriSuites Hotel; (vi) a title insurance commitment issued in Seller's name relating to the site of the Proposed AmeriSuites Hotel, together with copies of all documents referenced therein; (vii) a survey of the site for the Proposed AmeriSuites Hotel; (viii) any environmental or engineering reports prepared in connection with the Proposed AmeriSuites Hotel; and (ix) such other information (including without limitation market information) with respect to a Proposed AmeriSuites Hotel as may be reasonably necessary to permit a purchaser to adequately evaluate the same, provided such information has been developed and is in the possession of Seller or may be obtained at a nominal cost. By its delivery of the Project Plan as provided in this Section 13.3(b), Seller --------------- shall not be warranting or guaranteeing the accuracy of such information (though Seller shall not deliver any information which it knows to be untrue or misleading), it being agreed that Purchaser shall be responsible for making an independent investigation and determination with respect to such information. (c) No later than the date which is 30 days after Seller has provided the Project Plan to Purchaser, Purchaser shall notify Seller whether it will acquire the Proposed AmeriSuites Hotel on the following terms and conditions: (i) The purchase price for the Proposed AmeriSuites Hotel shall be either (X) one hundred five percent (105%) of Construction Costs, if Seller constructs the Proposed AmeriSuites Hotel or (Y) 105% of Acquisition Costs, if Seller acquires an existing Proposed AmeriSuites Hotel; provided, however, that if Seller is able to assign to Purchaser any contract of sale between Seller and an owner of a Proposed AmeriSuites Hotel, without penalty, consent or a requirement of Seller's continuing liability thereafter, then Purchaser, in its sole discretion, may accept such assignment and pay to Seller in lieu of the purchase price described in this subparagraph (i), an amount equal to the sum of (A) any deposits made by Seller under the contract of sale, (B) any reasonable costs or expenses incurred by Seller as of the date of the assignment and (c) an amount equal to that which, absent the assignment to Purchaser, would have been five percent (5%) of Acquisition Costs or Construction Costs, as appropriate; (ii) Within three (3) Business Days after providing its notice of intent to purchase the Proposed AmeriSuites Hotel, Purchaser shall provide to an escrow agent reasonably acceptable to Seller and Purchaser a deposit toward the purchase price in an amount equal to five percent (5%) of the purchase price, which deposit, at Purchaser's election, may be in the form of a letter of credit issued by a bank or other lending institution reasonably approved by Seller; (iii) Any hotel which Purchaser or its Affiliates acquires pursuant to this Section 13.3 shall be operated as an AmeriSuites ------------ brand ------------ hotel pursuant to a franchise agreement entered into by Purchaser or its Affiliate, as franchisee, and Seller, as franchisor, which franchise agreement shall have a minimum term of ten (10) years and be in Seller's then-standard form of franchise agreement at such time; (iv) At the Closing, in the event Purchaser or its Affiliate simultaneously enters into an operating lease with an Affiliate of Purchaser for the operation of the Proposed AmeriSuites Hotel and directs that the such entity be the franchisee, Seller, as franchisor, shall provide a "comfort letter" in favor of Purchaser substantially in the form of Exhibit ------- E-1; ----------- andand --- (v) If Seller constructs the Proposed AmeriSuites Hotel, the obligation of Purchaser to close on the acquisition thereof shall be conditioned on receipt of a temporary certificate of occupancy for the Proposed AmeriSuites Hotel. (d) If Purchaser elects to acquire the Proposed AmeriSuites Hotel, then within ten (10) Business Days after Seller's receipt of Purchaser's election to purchase, Seller or a Seller Subsidiary, as applicable, and Purchaser shall execute and deliver a contract of sale relating to such Proposed AmeriSuites Hotel, containing (among other terms) the terms and conditions set forth in this Section 13.3. ------------ (e) If Purchaser fails to exercise its option to purchase by providing written notice to Seller within the time period set forth in subparagraph (c), Purchaser shall be deemed conclusively to have rejected its option to purchase the Proposed AmeriSuites Hotel. In such event or if Purchaser rejects its option to purchase a Proposed AmeriSuites Hotel, this Agreement immediately shall terminate and be of no further force and effect with respect to such Proposed AmeriSuites Hotel. Notwithstanding the foregoing, Seller shall be obligated to re-offer such Proposed AmeriSuites Hotel to Purchaser in accordance with this Section 13.3 if the size of the Proposed AmeriSuites Hotel ------------ is changed substantially or any projection of total costs and expenses for such Proposed AmeriSuites Hotel shows total costs and expenses which are substantially less than those contained in the Project Plan. The exercise or non-exercise by Purchaser of the right to purchase a particular Proposed AmeriSuites Hotel does not affect Purchaser's continuing rights under this Section 13.3 with ------------ respect to any other Proposed AmeriSuites Hotels. ------------. (f) Except as provided by subsection (g) below, the obligations of Seller under this Section 13.3 shall apply to any "AmeriSuites" ------------ hotels which Seller or any Seller Subsidiary owns or which Seller or any Seller Subsidiary has the right to sell, and Seller shall cause such Seller Subsidiaries desiring to sell any "AmeriSuites" or similar hotel to comply with this Section 13.3 on the same terms as Seller. Reference to "sell" in this ------------

AmeriSuites Hotels. (a) In the event that Seller or any Seller Subsidiary shall seek to acquire and/or construct a new "AmeriSuites" brand hotel within a radius of three (3) miles of the Property (each a "Proposed AmeriSuites Hotel") at any -------------------------- time during the Restricted Period, Purchaser or any of its Affiliates shall have the right and option to purchase said Proposed AmeriSuites Hotel (or Seller's interest therein) pursuant to the terms and conditions set forth below. (b) With respect to each Proposed AmeriSuites Hotel, to the extent in Seller's possession and control and (to the extent applicable to the Proposed AmeriSuites Hotel) Seller shall submit in writing to Purchaser (or shall provide Purchaser with notice of and reasonable access to) the items set forth in clauses (i) through (ix) below (collectively, a "Project Plan") as soon ------------ as such information is readily available and, with respect to any Proposed AmeriSuites Hotel which Seller seeks to construct, no later than 210 days prior to the anticipated completion date for construction set forth in the Project Plan. The Project Plan shall be comprised of the following: (i) to the extent then available or completed, detailed plans and specifications for the construction of the Proposed AmeriSuites Hotel; (ii) a schedule for the estimated costs of construction prepared jointly by the contractor engaged to perform the work and Seller; a construction schedule setting forth the target commencement date, substantial completion date and final completion date for the construction of the Projected AmeriSuites Hotel and the dates for completion of the various phases of construction, if applicable; (iii) estimated operating expenses and cash flow, occupancy projections and Rev PAR information for the first twelve months after opening and for periods thereafter, to the extent then developed; (iv) historical occupancy and Rev Par information for the preceding three years; (v) estimated costs for reflagging the Proposed AmeriSuites Hotel; (vi) a title insurance commitment issued in Seller's name relating to the site of the Proposed AmeriSuites Hotel, together with copies of all documents referenced therein; (vii) a survey of the site for the Proposed AmeriSuites Hotel; (viii) any environmental or engineering reports prepared in connection with the Proposed AmeriSuites Hotel; and (ix) such other information (including without limitation market information) with respect to a Proposed AmeriSuites Hotel as may be reasonably necessary to permit a purchaser to adequately evaluate the same, provided such information has been developed and is in the possession of Seller or may be obtained at a nominal cost. By its delivery of the Project Plan as provided in this Section 13.3(b), Seller --------------- shall not be warranting or guaranteeing the accuracy of such information (though Seller shall not deliver any information which it knows to be untrue or misleading), it being agreed that Purchaser shall be responsible for making an independent investigation and determination with respect to such information. (c) No later than the date which is 30 days after Seller has provided the Project Plan to Purchaser, Purchaser shall notify Seller whether it will acquire the Proposed AmeriSuites Hotel on the following terms and conditions: (i) The purchase price for the Proposed AmeriSuites Hotel shall be either (X) one hundred five percent (105%) of Construction Costs, if Seller constructs the Proposed AmeriSuites Hotel or (Y) 105% of Acquisition Costs, if Seller acquires an existing Proposed AmeriSuites Hotel; provided, however, that if Seller is able to assign to Purchaser any contract of sale between Seller and an owner of a Proposed AmeriSuites Hotel, without penalty, consent or a requirement of Seller's continuing liability thereafter, then Purchaser, in its sole discretion, may accept such assignment and pay to Seller in lieu of the purchase price described in this subparagraph (i), an amount equal to the sum of (A) any deposits made by Seller under the contract of sale, (B) any reasonable costs or expenses incurred by Seller as of the date of the assignment and (c) an amount equal to that which, absent the assignment to Purchaser, would have been five percent (5%) of Acquisition Costs or Construction Costs, as appropriate; (ii) Within three (3) Business Days after providing its notice of intent to purchase the Proposed AmeriSuites Hotel, Purchaser shall provide to an escrow agent reasonably acceptable to Seller and Purchaser a deposit toward the purchase price in an amount equal to five percent (5%) of the purchase price, which deposit, at Purchaser's election, may be in the form of a letter of credit issued by a bank or other lending institution reasonably approved by Seller; (iii) Any hotel which Purchaser or its Affiliates acquires pursuant to this Section 13.3 shall be operated as an AmeriSuites ------------ brand ------------ hotel pursuant to a franchise agreement entered into by Purchaser or its Affiliate, as franchisee, and Seller, as franchisor, which franchise agreement shall have a minimum term of ten (10) years and be in Seller's then-standard form of franchise agreement at such time; (iv) At the Closing, in the event Purchaser or its Affiliate simultaneously enters into an operating lease with an Affiliate of Purchaser for the operation of the Proposed AmeriSuites Hotel and directs that the such entity be the franchisee, Seller, as franchisor, shall provide a "comfort letter" in favor of Purchaser substantially in the form of Exhibit E-1; ----------- and (v) If Seller constructs the Proposed AmeriSuites Hotel, the obligation of Purchaser to close on the acquisition thereof shall be conditioned on receipt of a temporary certificate of occupancy for the Proposed AmeriSuites Hotel. (d) If Purchaser elects to acquire the Proposed AmeriSuites Hotel, then within ten (10) Business Days after Seller's receipt of Purchaser's election to purchase, Seller or a Seller Subsidiary, as applicable, and Purchaser shall execute and deliver a contract of sale relating to such Proposed AmeriSuites Hotel, containing (among other terms) the terms and conditions set forth in this Section 13.3. ------------ (e) If Purchaser fails to exercise its option to purchase by providing written notice to Seller within the time period set forth in subparagraph (c), Purchaser shall be deemed conclusively to have rejected its option to purchase the Proposed AmeriSuites Hotel. In such event or if Purchaser rejects its option to purchase a Proposed AmeriSuites Hotel, this Agreement immediately shall terminate and be of no further force and effect with respect to such Proposed AmeriSuites Hotel. Notwithstanding the foregoing, Seller shall be obligated to re-offer such Proposed AmeriSuites Hotel to Purchaser in accordance with this Section 13.3 if the size of the Proposed AmeriSuites Hotel ------------ is changed substantially or any projection of total costs and expenses for such Proposed AmeriSuites Hotel shows total costs and expenses which are substantially less than those contained in the Project Plan. The exercise or non-exercise by Purchaser of the right to purchase a particular Proposed AmeriSuites Hotel does not affect Purchaser's continuing rights under this Section 13.3 with ------------ respect to any other Proposed AmeriSuites Hotels. ------------. (f) Except as provided by subsection (g) below, the obligations of Seller under this Section 13.3 shall apply to any "AmeriSuites" ------------ hotels which Seller or any Seller Subsidiary owns or which Seller or any Seller Subsidiary has the right to sell, and Seller shall cause such Seller Subsidiaries desiring to sell any "AmeriSuites" or similar hotel to comply with this Section 13.3 on the same terms as Seller. Reference to "sell" in this ------------

AmeriSuites Hotels. (a) In the event that Seller or any Seller Subsidiary shall seek to acquire and/or construct a new "AmeriSuites" brand hotel within a radius of three (3) miles of the Property (each a "Proposed AmeriSuites Hotel") at any -------------------------- time during the Restricted Period, Purchaser or any of its Affiliates shall have the right and option to purchase said Proposed AmeriSuites Hotel (or Seller's interest therein) pursuant to the terms and conditions set forth below. (b) With respect to each Proposed AmeriSuites Hotel, to the extent in Seller's possession and control and (to the extent applicable to the Proposed AmeriSuites Hotel) Seller shall submit in writing to Purchaser (or shall provide Purchaser with notice of and reasonable access to) the items set forth in clauses (i) through (ix) below (collectively, a "Project Plan") as soon ------------ as such information is readily available and, with respect to any Proposed AmeriSuites Hotel which Seller seeks to construct, no later than 210 days prior to the anticipated completion date for construction set forth in the Project Plan. The Project Plan shall be comprised of the following: (i) to the extent then available or completed, detailed plans and specifications for the construction of the Proposed AmeriSuites Hotel; (ii) a schedule for the estimated costs of construction prepared jointly by the contractor engaged to perform the work and Seller; a construction schedule setting forth the target commencement date, substantial completion date and final completion date for the construction of the Projected AmeriSuites Hotel and the dates for completion of the various phases of construction, if applicable; (iii) estimated operating expenses and cash flow, occupancy projections and Rev PAR information for the first twelve months after opening and for periods thereafter, to the extent then developed; (iv) historical occupancy and Rev Par information for the preceding three years; (v) estimated costs for reflagging the Proposed AmeriSuites Hotel; (vi) a title insurance commitment issued in Seller's name relating to the site of the Proposed AmeriSuites Hotel, together with copies of all documents referenced therein; (vii) a survey of the site for the Proposed AmeriSuites Hotel; (viii) any environmental or engineering reports prepared in connection with the Proposed AmeriSuites Hotel; and (ix) such other information (including without limitation market information) with respect to a Proposed AmeriSuites Hotel as may be reasonably necessary to permit a purchaser to adequately evaluate the same, provided such information has been developed and is in the possession of Seller or may be obtained at a nominal cost. By its delivery of the Project Plan as provided in this Section 13.3(b), Seller --------------- shall not be warranting or guaranteeing the accuracy of such information (though Seller shall not deliver any information which it knows to be untrue or misleading), it being agreed that Purchaser shall be responsible for making an independent investigation and determination with respect to such information. (c) No later than the date which is 30 days after Seller has provided the Project Plan to Purchaser, Purchaser shall notify Seller whether it will acquire the Proposed AmeriSuites Hotel on the following terms and conditions: (i) The purchase price for the Proposed AmeriSuites Hotel shall be either (X) one hundred five percent (105%) of Construction Costs, if Seller constructs the Proposed AmeriSuites Hotel or (Y) 105% of Acquisition Costs, if Seller acquires an existing Proposed AmeriSuites Hotel; provided, however, that if Seller is able to assign to Purchaser any contract of sale between Seller and an owner of a Proposed AmeriSuites Hotel, without penalty, consent or a requirement of Seller's continuing liability thereafter, then Purchaser, in its sole discretion, may accept such assignment and pay to Seller in lieu of the purchase price described in this subparagraph (i), an amount equal to the sum of (A) any deposits made by Seller under the contract of sale, (B) any reasonable costs or expenses incurred by Seller as of the date of the assignment and (c) an amount equal to that which, absent the assignment to Purchaser, would have been five percent (5%) of Acquisition Costs or Construction Costs, as appropriate; (ii) Within three (3) Business Days after providing its notice of intent to purchase the Proposed AmeriSuites Hotel, Purchaser shall provide to an escrow agent reasonably acceptable to Seller and Purchaser a deposit toward the purchase price in an amount equal to five percent (5%) of the purchase price, which deposit, at Purchaser's election, may be in the form of a letter of credit issued by a bank or other lending institution reasonably approved by Seller; (iii) Any hotel which Purchaser or its Affiliates acquires pursuant to this Section 13.3 shall be operated as an AmeriSuites brand ------------ hotel pursuant to a franchise agreement entered into by Purchaser or its Affiliate, as franchisee, and Seller, as franchisor, which franchise agreement shall have a minimum term of ten (10) years and be in Seller's then-standard form of franchise agreement at such time; (iv) At the Closing, in the event Purchaser or its Affiliate simultaneously enters into an operating lease with an Affiliate of Purchaser for the operation of the Proposed AmeriSuites Hotel and directs that the such entity be the franchisee, Seller, as franchisor, shall provide a "comfort letter" in favor of Purchaser substantially in the form of Exhibit E-1; ----------- and (v) If Seller constructs the Proposed AmeriSuites Hotel, the obligation of Purchaser to close on the acquisition thereof shall be conditioned on receipt of a temporary certificate of occupancy for the Proposed AmeriSuites Hotel. (d) If Purchaser elects to acquire the Proposed AmeriSuites Hotel, then within ten (10) Business Days after Seller's receipt of Purchaser's election to purchase, Seller or a Seller Subsidiary, as applicable, and Purchaser shall execute and deliver a contract of sale relating to such Proposed AmeriSuites Hotel, containing (among other terms) the terms and conditions set forth in this Section 13.3. ------------ (e) If Purchaser fails to exercise its option to purchase by providing written notice to Seller within the time period set forth in subparagraph (c), Purchaser shall be deemed conclusively to have rejected its option to purchase the Proposed AmeriSuites Hotel. In such event or if Purchaser rejects its option to purchase a Proposed AmeriSuites Hotel, this Agreement immediately shall terminate and be of no further force and effect with respect to such Proposed AmeriSuites Hotel. Notwithstanding the foregoing, Seller shall be obligated to re-offer such Proposed AmeriSuites Hotel to Purchaser in accordance with this Section 13.3 if the size of the Proposed AmeriSuites Hotel ------------ is changed substantially or any projection of total costs and expenses for such Proposed AmeriSuites Hotel shows total costs and expenses which are substantially less than those contained in the Project Plan. The exercise or non-exercise by Purchaser of the right to purchase a particular Proposed AmeriSuites Hotel does not affect Purchaser's continuing rights under this Section 13.3 with respect to any other Proposed AmeriSuites Hotels. ------------. (f) Except as provided by subsection (g) below, the obligations of Seller under this Section 13.3 shall apply to any "AmeriSuites" ------------ hotels which Seller or any Seller Subsidiary owns or which Seller or any Seller Subsidiary has the right to sell, and Seller shall cause such Seller Subsidiaries desiring to sell any "AmeriSuites" or similar hotel to comply with this Section 13.3 on the same terms as Seller. Reference to ------------ "sell" in this ------------Section 13.3 shall refer to sale of fee simple title, ground ------------ lease, joint venture or similar arrangements. (g) The provisions of this Section 13.3 shall not apply to any ------------ AmeriSuites hotels which are owned, operated or under construction by Seller or a Seller Subsidiary as of the date of this Agreement, including without limitation those certain AmeriSuites hotels located at (i) Shelton, CT, (ii) Secaucus, NJ, (iii) Princeton, NJ and (iv) Las Vegas, NV, and Seller may own, operate and/or construct such AmeriSuites hotels without regard to this Agreement.

AmeriSuites Hotels. (a) In the event that Seller or any Seller Subsidiary shall seek to acquire and/or construct a new "AmeriSuites" brand hotel within a radius of three (3) miles of the Property (each a "Proposed AmeriSuites Hotel") at any -------------------------- time during the Restricted Period, Purchaser or any of its Affiliates shall have the right and option to purchase said Proposed AmeriSuites Hotel (or Seller's interest therein) pursuant to the terms and conditions set forth below. (b) With respect to each Proposed AmeriSuites Hotel, to the extent in Seller's possession and control and (to the extent applicable to the Proposed AmeriSuites Hotel) Seller shall submit in writing to Purchaser (or shall provide Purchaser with notice of and reasonable access to) the items set forth in clauses (i) through (ix) below (collectively, a "Project Plan") as soon ------------ as such information is readily available and, with respect to any Proposed AmeriSuites Hotel which Seller seeks to construct, no later than 210 days prior to the anticipated completion date for construction set forth in the Project Plan. The Project Plan shall be comprised of the following: (i) to the extent then available or completed, detailed plans and specifications for the construction of the Proposed AmeriSuites Hotel; (ii) a schedule for the estimated costs of construction prepared jointly by the contractor engaged to perform the work and Seller; a construction schedule setting forth the target commencement date, substantial completion date and final completion date for the construction of the Projected AmeriSuites Hotel and the dates for completion of the various phases of construction, if applicable; (iii) estimated operating expenses and cash flow, occupancy projections and Rev PAR information for the first twelve months after opening and for periods thereafter, to the extent then developed; (iv) historical occupancy and Rev Par information for the preceding three years; (v) estimated costs for reflagging the Proposed AmeriSuites Hotel; (vi) a title insurance commitment issued in Seller's name relating to the site of the Proposed AmeriSuites Hotel, together with copies of all documents referenced therein; (vii) a survey of the site for the Proposed AmeriSuites Hotel; (viii) any environmental or engineering reports prepared in connection with the Proposed AmeriSuites Hotel; and (ix) such other information (including without limitation market information) with respect to a Proposed AmeriSuites Hotel as may be reasonably necessary to permit a purchaser to adequately evaluate the same, provided such information has been developed and is in the possession of Seller or may be obtained at a nominal cost. By its delivery of the Project Plan as provided in this Section 13.3(b), Seller --------------- shall not be warranting or guaranteeing the accuracy of such information (though Seller shall not deliver any information which it knows to be untrue or misleading), it being agreed that Purchaser shall be responsible for making an independent investigation and determination with respect to such information. (c) No later than the date which is 30 days after Seller has provided the Project Plan to Purchaser, Purchaser shall notify Seller whether it will acquire the Proposed AmeriSuites Hotel on the following terms and conditions: (i) The purchase price for the Proposed AmeriSuites Hotel shall be either (X) one hundred five percent (105%) of Construction Costs, if Seller constructs the Proposed AmeriSuites Hotel or (Y) 105% of Acquisition Costs, if Seller acquires an existing Proposed AmeriSuites Hotel; provided, however, that if Seller is able to assign to Purchaser any contract of sale between Seller and an owner of a Proposed AmeriSuites Hotel, without penalty, consent or a requirement of Seller's continuing liability thereafter, then Purchaser, in its sole discretion, may accept such assignment and pay to Seller in lieu of the purchase price described in this subparagraph (i), an amount equal to the sum of (A) any deposits made by Seller under the contract of sale, (B) any reasonable costs or expenses incurred by Seller as of the date of the assignment and (c) an amount equal to that which, absent the assignment to Purchaser, would have been five percent (5%) of Acquisition Costs or Construction Costs, as appropriate; (ii) Within three (3) Business Days after providing its notice of intent to purchase the Proposed AmeriSuites Hotel, Purchaser shall provide to an escrow agent reasonably acceptable to Seller and Purchaser a deposit toward the purchase price in an amount equal to five percent (5%) of the purchase price, which deposit, at Purchaser's election, may be in the form of a letter of credit issued by a bank or other lending institution reasonably approved by Seller; (iii) Any hotel which Purchaser or its Affiliates acquires pursuant to this Section 13.3 shall be operated as an AmeriSuites brand ------------ hotel pursuant to a franchise agreement entered into by Purchaser or its Affiliate, as franchisee, and Seller, as -41- 48 franchisor, which franchise agreement shall have a minimum term of ten (10) years and be in Seller's then-standard form of franchise agreement at such time; (iv) At the Closing, in the event Purchaser or its Affiliate simultaneously enters into an operating lease with an Affiliate of Purchaser for the operation of the Proposed AmeriSuites Hotel and directs that the such entity be the franchisee, Seller, as franchisor, shall provide a "comfort letter" in favor of Purchaser substantially in the form of Exhibit E-1; ----------- and (v) If Seller constructs the Proposed AmeriSuites Hotel, the obligation of Purchaser to close on the acquisition thereof shall be conditioned on receipt of a temporary certificate of occupancy for the Proposed AmeriSuites Hotel. (d) If Purchaser elects to acquire the Proposed AmeriSuites Hotel, then within ten (10) Business Days after Seller's receipt of Purchaser's election to purchase, Seller or a Seller Subsidiary, as applicable, and Purchaser shall execute and deliver a contract of sale relating to such Proposed AmeriSuites Hotel, containing (among other terms) the terms and conditions set forth in this Section 13.3. ------------. (e) If Purchaser fails to exercise its option to purchase by providing written notice to Seller within the time period set forth in subparagraph (c), Purchaser shall be deemed conclusively to have rejected its option to purchase the Proposed AmeriSuites Hotel. In such event or if Purchaser rejects its option to purchase a Proposed AmeriSuites Hotel, this Agreement immediately shall terminate and be of no further force and effect with respect to such Proposed AmeriSuites Hotel. Notwithstanding the foregoing, Seller shall be obligated to re-offer such Proposed AmeriSuites Hotel to Purchaser in accordance with this Section 13.3 if the size of the Proposed AmeriSuites Hotel ------------ is changed substantially or any projection of total costs and expenses for such Proposed AmeriSuites Hotel shows total costs and expenses which are substantially less than those contained in the Project Plan. The exercise or non-exercise by Purchaser of the right to purchase a particular Proposed AmeriSuites Hotel does not affect Purchaser's continuing rights under this Section 13.3 with respect to any other Proposed AmeriSuites Hotels. ------------. (f) Except as provided by subsection (g) below, the obligations of Seller under this Section 13.3 shall apply to any "AmeriSuites" ------------ hotels which Seller or any Seller Subsidiary owns or which Seller or any Seller Subsidiary has the right to sell, and Seller shall cause such Seller Subsidiaries desiring to sell any "AmeriSuites" or similar hotel to comply with this Section 13.3 on the same terms as Seller. Reference to "sell" in this -------------42- 49

AmeriSuites Hotels. (a) In the event that Seller or any Seller Subsidiary shall seek to acquire and/or construct a new "AmeriSuites" brand hotel within a radius of three (3) miles of the Property (each a "Proposed -------- AmeriSuites Hotel") at any -------------------------- time during the Restricted Period, Purchaser or any ----------------- of its Affiliates shall have the right and option to purchase said Proposed AmeriSuites Hotel (or Seller's interest therein) pursuant to the terms and conditions set forth below. (b) With respect to each Proposed AmeriSuites Hotel, to the extent in Seller's possession and control and (to the extent applicable to the Proposed AmeriSuites Hotel) Seller shall submit in writing to Purchaser (or shall provide Purchaser with notice of and reasonable access to) the items set forth in clauses (i) through (ix) below (collectively, a "Project Plan") as soon ------------ as such information is readily available and, with respect to any Proposed AmeriSuites Hotel which Seller seeks to construct, no later than 210 days prior to the anticipated completion date for construction set forth in the Project Plan. The Project Plan shall be comprised of the following: (i) to the extent then available or completed, detailed plans and specifications for the construction of the Proposed AmeriSuites Hotel; (ii) a schedule for the estimated costs of construction prepared jointly by the contractor engaged to perform the work and Seller; a construction schedule setting forth the target commencement date, substantial completion date and final completion date for the construction of the Projected AmeriSuites Hotel and the dates for completion of the various phases of construction, if applicable; (iii) estimated operating expenses and cash flow, occupancy projections and Rev PAR information for the first twelve months after opening and for periods thereafter, to the extent then developed; (iv) historical occupancy and Rev Par information for the preceding three years; (v) estimated costs for reflagging the Proposed AmeriSuites Hotel; (vi) a title insurance commitment issued in Seller's name relating to the site of the Proposed AmeriSuites Hotel, together with copies of all documents referenced therein; (vii) a survey of the site for the Proposed AmeriSuites Hotel; (viii) any environmental or engineering reports prepared in connection with the Proposed AmeriSuites Hotel; and (ix) such other information (including without limitation market information) with respect to a Proposed AmeriSuites Hotel as may be reasonably necessary to permit a purchaser to adequately evaluate the same, provided such information has been developed and is in the possession of Seller or may be obtained at a nominal cost. By its delivery of the Project Plan as provided in this Section 13.3(b), Seller --------------- shall not be warranting or guaranteeing the accuracy of --------------- such information (though Seller shall not deliver any information which it knows to be untrue or misleading), it being agreed that Purchaser shall be responsible for making an independent investigation and determination with respect to such information. (c) No later than the date which is 30 days after Seller has provided the Project Plan to Purchaser, Purchaser shall notify Seller whether it will acquire the Proposed AmeriSuites Hotel on the following terms and conditions: (i) The purchase price for the Proposed AmeriSuites Hotel shall be either (X) one hundred five percent (105%) of Construction Costs, if Seller constructs the Proposed AmeriSuites Hotel or (Y) 105% of Acquisition Costs, if Seller acquires an existing Proposed AmeriSuites Hotel; provided, however, that if Seller is able to assign to Purchaser any contract of sale between Seller and an owner of a Proposed AmeriSuites Hotel, without penalty, consent or a requirement of Seller's continuing liability thereafter, then Purchaser, in its sole discretion, may accept such assignment and pay to Seller in lieu of the purchase price described in this subparagraph (i), an amount equal to the sum of (A) any deposits made by Seller under the contract of sale, (B) any reasonable costs or expenses incurred by Seller as of the date of the assignment and (c) an amount equal to that which, absent the assignment to Purchaser, would have been five percent (5%) of Acquisition Costs or Construction Costs, as appropriate; (ii) Within three (3) Business Days after providing its notice of intent to purchase the Proposed AmeriSuites Hotel, Purchaser shall provide to an escrow agent reasonably acceptable to Seller and Purchaser a deposit toward the purchase price in an amount equal to five percent (5%) of the purchase price, which deposit, at Purchaser's election, may be in the form of a letter of credit issued by a bank or other lending institution reasonably approved by Seller; (iii) Any hotel which Purchaser or its Affiliates acquires pursuant to this Section 13.3 shall be operated as an AmeriSuites ------------ brand ------------ hotel pursuant to a franchise agreement entered into by Purchaser or its Affiliate, as franchisee, and Seller, as franchisor, which franchise agreement shall have a minimum term of ten (10) years and be in Seller's then-standard form of franchise agreement at such time; (iv) At the Closing, in the event Purchaser or its Affiliate simultaneously enters into an operating lease with an Affiliate of Purchaser for the operation of the Proposed AmeriSuites Hotel and directs that the such entity be the franchisee, Seller, as franchisor, shall provide a "comfort letter" in favor of Purchaser substantially in the form of Exhibit ------- E-1; ----------- andand --- (v) If Seller constructs the Proposed AmeriSuites Hotel, the obligation of Purchaser to close on the acquisition thereof shall be conditioned on receipt of a temporary certificate of occupancy for the Proposed AmeriSuites Hotel. (d) If Purchaser elects to acquire the Proposed AmeriSuites Hotel, then within ten (10) Business Days after Seller's receipt of Purchaser's election to purchase, Seller or a Seller Subsidiary, as applicable, and Purchaser shall execute and deliver a contract of sale relating to such Proposed AmeriSuites Hotel, containing (among other terms) the terms and conditions set forth in this Section 13.3. ------------ (e) If Purchaser fails to exercise its option to purchase by providing written notice to Seller within the time period set forth in subparagraph (c), Purchaser shall be deemed conclusively to have rejected its option to purchase the Proposed AmeriSuites Hotel. In such event or if Purchaser rejects its option to purchase a Proposed AmeriSuites Hotel, this Agreement immediately shall terminate and be of no further force and effect with respect to such Proposed AmeriSuites Hotel. Notwithstanding the foregoing, Seller shall be obligated to re-offer such Proposed AmeriSuites Hotel to Purchaser in accordance with this Section 13.3 if the size of the Proposed AmeriSuites Hotel ------------ is changed substantially or any projection of total costs and expenses for such Proposed AmeriSuites Hotel shows total costs and expenses which are substantially less than those contained in the Project Plan. The exercise or non-exercise by Purchaser of the right to purchase a particular Proposed AmeriSuites Hotel does not affect Purchaser's continuing rights under this Section 13.3 with respect to any other Proposed AmeriSuites Hotels. ------------ (f) Except as provided by subsection (g) below, the obligations of Seller under this Section 13.3 shall apply to any "AmeriSuites" ------------ hotels which Seller or any Seller Subsidiary owns or which Seller or any Seller Subsidiary has the right to sell, and Seller shall cause such Seller Subsidiaries desiring to sell any "AmeriSuites" or similar hotel to comply with this Section 13.3 on the same terms as Seller. Reference to "sell" in this ------------

AmeriSuites Hotels. (a) In the event that Seller or any Seller Subsidiary shall seek to acquire and/or construct a new "AmeriSuites" brand hotel within a radius of three (3) miles of the Property (each a "Proposed AmeriSuites Hotel") at any -------------------------- time during the Restricted Period, Purchaser or any of its Affiliates shall have the right and option to purchase said Proposed AmeriSuites Hotel (or Seller's interest therein) pursuant to the terms and conditions set forth below. (b) With respect to each Proposed AmeriSuites Hotel, to the extent in Seller's possession and control and (to the extent applicable to the Proposed AmeriSuites Hotel) Seller shall submit in writing to Purchaser (or shall provide Purchaser with notice of and reasonable access to) the items set forth in clauses (i) through (ix) below (collectively, a "Project Plan") as soon ------------ as such information is readily available and, with respect to any Proposed AmeriSuites Hotel which Seller seeks to construct, no later than 210 days prior to the anticipated completion date for construction set forth in the Project Plan. The Project Plan shall be comprised of the following: (i) to the extent then available or completed, detailed plans and specifications for the construction of the Proposed AmeriSuites Hotel; (ii) a schedule for the estimated costs of construction prepared jointly by the contractor engaged to perform the work and Seller; a construction schedule setting forth the target commencement date, substantial completion date and final completion date for the construction of the Projected AmeriSuites Hotel and the dates for completion of the various phases of construction, if applicable; (iii) estimated operating expenses and cash flow, occupancy projections and Rev PAR information for the first twelve months after opening and for periods thereafter, to the extent then developed; (iv) historical occupancy and Rev Par information for the preceding three years; (v) estimated costs for reflagging the Proposed AmeriSuites Hotel; (vi) a title insurance commitment issued in Seller's name relating to the site of the Proposed AmeriSuites Hotel, together with copies of all documents referenced therein; (vii) a survey of the site for the Proposed AmeriSuites Hotel; (viii) any environmental or engineering reports prepared in connection with the Proposed AmeriSuites Hotel; and (ix) such other information (including without limitation market information) with respect to a Proposed AmeriSuites Hotel as may be reasonably necessary to permit a purchaser to adequately evaluate the same, provided such information has been developed and is in the possession of Seller or may be obtained at a nominal cost. By its delivery of the Project Plan as provided in this Section 13.3(b), Seller --------------- shall not be warranting or guaranteeing the accuracy of such information (though Seller shall not deliver any information which it knows to be untrue or misleading), it being agreed that Purchaser shall be responsible for making an independent investigation and determination with respect to such information. (c) No later than the date which is 30 days after Seller has provided the Project Plan to Purchaser, Purchaser shall notify Seller whether it will acquire the Proposed AmeriSuites Hotel on the following terms and conditions: (i) The purchase price for the Proposed AmeriSuites Hotel shall be either (X) one hundred five percent (105%) of Construction Costs, if Seller constructs the Proposed AmeriSuites Hotel or (Y) 105% of Acquisition Costs, if Seller acquires an existing Proposed AmeriSuites Hotel; provided, however, that if Seller is able to assign to Purchaser any contract of sale between Seller and an owner of a Proposed AmeriSuites Hotel, without penalty, consent or a requirement of Seller's continuing liability thereafter, then Purchaser, in its sole discretion, may accept such assignment and pay to Seller in lieu of the purchase price described in this subparagraph (i), an amount equal to the sum of (A) any deposits made by Seller under the contract of sale, (B) any reasonable costs or expenses incurred by Seller as of the date of the assignment and (cC) an amount equal to that which, absent the assignment to Purchaser, would have been five percent (5%) of Acquisition Costs or Construction Costs, as appropriate; (ii) Within three (3) Business Days after providing its notice of intent to purchase the Proposed AmeriSuites Hotel, Purchaser shall provide to an escrow agent reasonably acceptable to Seller and Purchaser a deposit toward the purchase price in an amount equal to five percent (5%) of the purchase price, which deposit, at Purchaser's election, may be in the form of a letter of credit issued by a bank or other lending institution reasonably approved by Seller; (iii) Any hotel which Purchaser or its Affiliates acquires pursuant to this Section 13.3 shall be operated as an AmeriSuites brand ------------ hotel pursuant to a franchise agreement entered into by Purchaser or its Affiliate, as franchisee, and Seller, as franchisor, which franchise agreement shall have a minimum term of ten (10) years and be in Seller's then-standard form of franchise agreement at such time; (iv) At the Closing, in the event Purchaser or its Affiliate simultaneously enters into an operating lease with an Affiliate of Purchaser for the operation of the Proposed AmeriSuites Hotel and directs that the such entity be the franchisee, Seller, as franchisor, shall provide a "comfort letter" in favor of Purchaser substantially in the form of Exhibit E-1; ----------- and (v) If Seller constructs the Proposed AmeriSuites Hotel, the obligation of Purchaser to close on the acquisition thereof shall be conditioned on receipt of a temporary certificate of occupancy for the Proposed AmeriSuites Hotel. (d) If Purchaser elects to acquire the Proposed AmeriSuites Hotel, then within ten (10) Business Days after Seller's receipt of Purchaser's election to purchase, Seller or a Seller Subsidiary, as applicable, and Purchaser shall execute and deliver a contract of sale relating to such Proposed AmeriSuites Hotel, containing (among other terms) the terms and conditions set forth in this Section 13.3. ------------ (e) If Purchaser fails to exercise its option to purchase by providing written notice to Seller within the time period set forth in subparagraph (c), Purchaser shall be deemed conclusively to have rejected its option to purchase the Proposed AmeriSuites Hotel. In such event or if Purchaser rejects its option to purchase a Proposed AmeriSuites Hotel, this Agreement immediately shall terminate and be of no further force and effect with respect to such Proposed AmeriSuites Hotel. Notwithstanding the foregoing, Seller shall be obligated to re-offer such Proposed AmeriSuites Hotel to Purchaser in accordance with this Section 13.3 if ------------ the size of the Proposed AmeriSuites Hotel ------------ is changed substantially or any projection of total costs and expenses for such Proposed AmeriSuites Hotel shows total costs and expenses which are substantially less than those contained in the Project Plan. The exercise or non-exercise by Purchaser of the right to purchase a particular Proposed AmeriSuites Hotel does not affect Purchaser's continuing rights under this Section 13.3 with respect to any other Proposed ------------ AmeriSuites Hotels. ------------. (f) Except as provided by subsection (g) below, the obligations of Seller under this Section 13.3 shall apply to any "AmeriSuites" ------------ hotels which Seller or any Seller Subsidiary owns or which Seller or any Seller Subsidiary has the right to sell, and Seller shall cause such Seller Subsidiaries desiring to sell any "AmeriSuites" or similar hotel to comply with this Section 13.3 on the same terms as Seller. Reference to "sell" in this ------------