Common use of Company’s Repurchase Right Upon Other Terminations Clause in Contracts

Company’s Repurchase Right Upon Other Terminations. (i) In the event of Participant’s Termination of Employment for any reason other than a Forfeiture Termination, the Company shall have the right, for a period equal to 180 days following the later of the Termination Date or December 31, 2010 (the later of the Termination Date or December 31, 2010, the “Repurchase Right Date”), to purchase from Participant, or Participant’s personal representative, as the case may be, any or all of the vested Class C Units then owned by Participant at a price per Class C Unit equal to the Repurchase Price (as defined below) (the “Repurchase Right”). The “Repurchase Price” shall equal the greater of (A) the per unit value of such Class C Units calculated by the Company based on the amount of Participant’s Capital Account balance attributable to such Class C Units as of the Repurchase Right Date, assuming a deemed liquidation of the Company on the Repurchase Right Date at an enterprise value of the Company equal to the excess, if any, of (x) ten (10) times the Company’s aggregate EBITDA for the four completed fiscal quarters ending on or immediately preceding the Repurchase Right Date, minus (y) the Company’s total debt as of the Repurchase Right Date determined in accordance with GAAP applicable to the operation of hotels and with the Uniform System, or (B) the fair market value of such a Class C Unit as of the Repurchase Right Date determined by a Qualified Appraiser selected by the Company, provided that, within 10 calendar days after the Company’s delivery of a Repurchase Notice (as defined below), Participant provides written notice to the Company that Participant wishes to compel the Company to engage a Qualified Appraiser to value the Class C Units. The Company may exercise the Repurchase Right by delivering personally or by registered mail to Participant (or his or her transferee or legal representative, as the case may be), within the applicable time period specified above, a notice in writing indicating the Company’s intention to exercise the Repurchase Right and setting forth a date and manner for closing not later than thirty (30) days from the mailing of such notice (the “Repurchase Notice”). Upon payment of the foregoing consideration by the Company to Participant, the Class C Units subject to the Repurchase Right shall be cancelled by the Company without any further action of Participant.

Company’s Repurchase Right Upon Other Terminations. (i) In the event of Participant’s Termination of Employment Service for any reason other than a Forfeiture Termination, the Company shall have the right, for a period equal to 180 of sixty (60) calendar days following the later date of the Termination Date or December 31termination, 2010 (the later of the Termination Date or December 31, 2010, the “Repurchase Right Date”), to elect to purchase from Participant, or Participant’s personal representative, as the case may be, Participant any or all of the vested Class C Incentive Units then owned by Participant at a price per Class C Incentive Unit equal to the Repurchase Price (as defined below) (the “Repurchase Right”). If the Repurchase Right is not exercised by the Company in the time period specified above, the Repurchase Right expires. The “Repurchase Price” shall equal the greater fair market value of (A) the per unit value vested Class C Incentive Units as to which the Company exercises the Repurchase Right, which shall be the amount which would be distributed to Participant in respect of such Class C Incentive Units calculated by if the Company based on the were liquidated for an amount of Participant’s Capital Account balance attributable to such Class C Units as of the Repurchase Right Date, assuming a deemed liquidation of the Company on the Repurchase Right Date at an enterprise value of the Company cash equal to the excess, if any, of (x) ten (10) times the Company’s aggregate EBITDA for the four completed fiscal quarters ending on or immediately preceding the Repurchase Right Date, minus (y) the Company’s total debt as of the Repurchase Right Date determined in accordance with GAAP applicable to the operation of hotels and with the Uniform System, or (B) the fair market value of such a Class C Unit as of the Repurchase Right Date determined by a Qualified Appraiser selected by the Company, provided that, within 10 as reported to the Members in accordance with Section 15(b)(i) or 15(b)(ii) of the LLC Agreement in respect of the calendar days after quarter ending immediately prior to the Company’s delivery to Participant of a the “Repurchase Notice Notice” (as defined below), Participant provides written notice and such cash distributed to the Company that Participant wishes to compel Members in accordance with Section 11 of the Company to engage a Qualified Appraiser to value the Class C UnitsLLC Agreement. The Company may exercise the Repurchase Right by delivering personally or by registered mail to Participant (or his or her transferee or legal Participant’s personal representative, as the case may be), within the applicable time period specified above, a notice in writing indicating the Company’s intention to exercise the Repurchase Right and setting forth a date and manner for closing not later than thirty (30) days from the mailing of such notice proposed Repurchase Price (the “Repurchase Notice”). Upon payment The Participant shall have fifteen (15) days to agree or disagree with the Repurchase Price in the Repurchase Notice. If the Participant agrees with the Repurchase Price, then the Company shall pay to the Participant the Repurchase Price within thirty (30) days. If the Participant disagrees with the Repurchase Price, the Repurchase Price shall be determined by an independent appraiser mutually agreed upon within ten (10) days following the written notification by Participant to the Company that Participant disagrees with the Repurchase Price. Such appraisal shall be completed within sixty (60) days following the appointment of the foregoing consideration independent appraiser, and the amount reflected in such appraisal shall be the Repurchase Price. While no appraisal assumptions will be given to any party determining fair market value, in the event that the repurchase price calculation, whether accepted by Participant under the Section 15(b)(i) or 15(b)(ii) valuation or as valued by an independent appraiser, includes an illiquidity discount that is greater than 12.5%, the calculation of the Repurchase Price for Participant shall utilize an illiquidity discount of 12.5%. If the final Repurchase Price, as determined by the independent appraiser, is greater than or equal to the Repurchase Price reflected in the Repurchase Notice, the cost of the independent appraiser shall be paid by the Company; otherwise such cost shall be paid by Participant. Once the appraisal is completed and delivered to the Company to and the Participant, the Class C Units subject Company shall pay to the Participant the Repurchase Right shall be cancelled by Price reflected in the Company without any further action of Participantappraisal within thirty (30) days.