Common use of REIT Transaction; REIT Notice Clause in Contracts

REIT Transaction; REIT Notice. If any of the REIT Parties or their Affiliates subsidiaries acquires or invests in (i) a Hotel Property or (ii) a Property for the purposes of development or construction of a Hotel Property, and such REIT Parties or their Affiliates have the right and/or control the right to direct the development and construction of and/or capital improvements to or refurbishment of, or the provision of project management or other services, such as purchasing, interior design, freight management, or construction management for such Hotel Property or hotel improvements (herein each called, a “REIT Transaction”), the REIT Parties hereby agree (on behalf of themselves and the applicable REIT Affiliate) to engage Manager or an Affiliate of Manager (so long as there has not been an Independent Director Disapproval), to provide, and Manager agrees to then provide or cause such Affiliate to provide, any such development and construction, capital improvement, refurbishment, and/or project management or other such services in connection with such REIT Transaction (the “Manager Exclusivity Rights”) and in connection therewith shall deliver to Manager, a written notice (the “REIT Notice”) which describes such REIT Transaction and the services to be provided by Manager, including, the description and location of the asset, and the development, construction or improvement timeline. The REIT Parties may engage a third party and not Manager or an Affiliate of Manager to provide any or all of the foregoing services in connection with the REIT Transaction if the REIT Transaction has received Independent Director Disapproval.

REIT Transaction; REIT Notice. If any of the REIT Parties or their Affiliates subsidiaries acquires or invests in (i) a Hotel Property or Property, (ii) a Property for the purposes of development or construction of a Hotel Property, or (iii) all or a portion of the debt with respect to a Hotel Property, or makes a loan with respect to a Hotel Property, and such REIT Parties or their Affiliates have the right and/or control the right to direct the development and construction of and/or capital improvements to or refurbishment of, or the provision of project management or other services, such as purchasing, interior design, freight management, or construction management for such Hotel Property or hotel improvements (herein each called, a “REIT Transaction”), the REIT Parties hereby agree (on behalf of themselves and the applicable REIT Affiliatesubsidiary) to engage Manager or an Affiliate of Manager (so long as there has not been an Independent Director Disapproval), to provide, and Manager agrees to then provide or cause such Affiliate to provide, any such development and construction, capital improvement, refurbishment, and/or project management or other such services in connection with such REIT Transaction (the “Manager Exclusivity Rights”) and in connection therewith shall deliver to Manager, a written notice (the “REIT Notice”) which describes such REIT Transaction and the services to be provided by Manager, including, the description and location of the asset, and the development, construction or improvement timeline. The REIT Parties may engage a third party and not Manager or an Affiliate of Manager to provide any or all of the foregoing services in connection with the REIT Transaction if the REIT Transaction has received Independent Director Disapproval.

REIT Transaction; REIT Notice. If any of the REIT Parties or their Affiliates subsidiaries acquires or invests in (i) a Hotel Property or (ii) a Property for the purposes of development or construction of a Hotel Property, and such REIT Parties or their Affiliates have the right and/or control the right to direct the management of and/or development and construction of and/or capital improvements to or refurbishment of, or the provision of project management or other services, such as purchasing, interior design, freight management, or construction management for such Hotel Property or hotel improvements (herein each called, a “REIT Transaction”), the REIT Parties hereby agree (on behalf of themselves and the applicable REIT Affiliate) to engage Manager or an Affiliate of Manager (so long as such Affiliate constitutes an Eligible Independent Contractor and there has not been an Independent Director Disapproval), to provide, and Manager agrees to then provide or cause such Affiliate to provide, any such management, development and construction, capital improvement, refurbishment, and/or project management or other such services in connection with such REIT Transaction (the “Manager Remington Exclusivity Rights”) and in connection therewith shall deliver to Managerthe Remington Parties, a written notice (the “REIT Notice”) which describes such REIT Transaction and the services to be provided by Manager, including, the description and location of the asset, name of the franchisor, and the development, construction or improvement timeline. The REIT Parties may engage a third party and not Manager or an Affiliate of Manager to provide any or all of the foregoing services in connection with the REIT Transaction if the REIT Transaction has received Independent Director Disapproval.

REIT Transaction; REIT Notice. If any of the REIT Parties or their Affiliates subsidiaries (i) acquires or invests in (i) a Hotel Property Property, or (ii) acquires all or a Property for portion of the purposes of development debt with respect to a Hotel Property, or construction of makes a loan with respect to a Hotel Property, and such REIT Parties Party or their Affiliates have its subsidiary has the right and/or control the right to direct the development and construction management of and/or capital improvements to or refurbishment of, or the provision of project management or other services, such as purchasing, interior design, freight management, or construction management for such Hotel Property or hotel improvements (herein each called, a “REIT Transaction”), the REIT Parties hereby agree (on behalf of themselves and the applicable REIT Affiliatesubsidiary) to engage Manager or an Affiliate of Manager (so long as such Affiliate constitutes an Eligible Independent Contractor and there has not been an Independent Director Disapproval), to provide, and Manager agrees to then provide or cause such Affiliate to provide, any such development and construction, capital improvement, refurbishment, and/or project management or other such services in connection with such REIT Transaction (the “Manager Remington Exclusivity Rights”) and in connection therewith shall deliver to Managerthe Remington Parties, a written notice (the “REIT Notice”) which describes such REIT Transaction and the management services to be provided by Manager, including, the description and location of the asset, asset and name of the development, construction or improvement timelinefranchisor. The REIT Parties may engage a third party and not Manager or an Affiliate of Manager to provide any or all of the foregoing services in connection with the REIT Transaction if the REIT Transaction has received Independent Director Disapproval.