Common use of Right of First Refusal on Full Service Hotels Clause in Contracts

Right of First Refusal on Full Service Hotels. (a) Seller hereby grants to Purchaser a right of first refusal for a period commencing on the Closing Date and terminating on the earlier of (i) the fifth anniversary of the Closing Date and (ii) the date upon which Article XXXVI of the Operating Lease for the Property is effected such that Seller no longer manages the Property (the "Restricted Period") on any and ----------------- all Full Service Hotels owned as of the date of this Agreement or acquired or constructed during the Restricted Period by (A) Seller or (B) any of Seller's wholly-owned subsidiaries or any other Person for which Seller may direct the sale of such Person's assets, whether through voting securities or by contract or otherwise (a "Seller Subsidiary"), on the terms and conditions set forth in ----------------- this Section 13.1. If during the Restricted Period, Seller or a Seller ------------ Subsidiary shall receive a bona fide offer (the "Offer") from an unaffiliated ----- third party to purchase one or more of its Full Service Hotels and such Offer contains a price and terms acceptable to Seller or the Seller Subsidiary, as applicable, then Seller (x) shall notify Purchaser in writing promptly after the receipt of the Offer, such notice to be accompanied by a copy of the Offer, and (y) as promptly as possible, shall provide copies of, or reasonable access to, due diligence materials in Seller's possession, custody or control relating to the such Full Service Hotels (including historical occupancy and Rev PAR information, title policies, title commitments and copies of documents referenced therein, surveys, environmental audits, zoning reports, engineering reports, appraisals, budgets and other similar materials, all to the extent in Seller's possession or control). By its delivery of such due diligence materials, 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. Within ten (10) Business Days after the receipt of Seller's notice and the documents referred to in clause (y) of this Section 13.1, Purchaser shall notify Seller and the Seller Subsidiary in writing whether Purchaser desires to purchase the applicable Full Service Hotel at the price and on the terms set forth in the Offer. (b) If Purchaser shall fail to respond within the ten (10) Business Day period referenced in subparagraph (a) above, Purchaser shall be deemed conclusively to have elected not to purchase the Full Service Hotel. In such event or if Purchaser elects not to purchase the Full Service Hotel, Seller or the Seller Subsidiary shall have the right to transfer the Full Service Hotel covered by the Offer to the party making the Offer, substantially in accordance with the terms of the Offer and without material modifications beneficial to said third party purchaser, without any further notice to Purchaser. If, however, Seller or the Seller Subsidiary and such third party purchaser thereafter agree to terms for such purchase which are materially different from those provided in the Offer and beneficial to the third party purchaser, then Purchaser's right of first refusal under this Section 13.1 shall be renewed with ------------ respect to such Full Service Hotel, on the terms of the Offer as so modified. If the sale of a Full Service Hotel is consummated with a third party, provided that Seller shall have complied with the requirements of this Section 13.1, this Section 13.1 shall no longer be applicable with respect to such Full Service ------------ Hotel simultaneously with the sale. The exercise or non-exercise by Purchaser of the right to purchase a Full Service Hotel does not affect Purchaser's continuing right of first refusal with respect to any other Full Service Hotels. (c) If Purchaser elects to purchase the Full Service Hotel pursuant to the Offer, 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 Full Service Hotel, containing the terms and conditions set forth in the Offer. Within three (3) Business Days after execution of such contract of sale, Purchaser shall pay the "Deposit" amount required thereunder to be held in escrow pursuant to the terms of the contract of sale. Purchaser agrees that the deposit required by any contract of sale to which Purchaser is a party for a Full Service Hotel shall be five percent (5%) of the purchase price for the Full Service Hotel. (d) Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 13.1 shall not apply to the ------------ Property or to any other properties for which Purchaser has terminated this Agreement or any of the Other Agreements, as applicable, or which has been eliminated from the Group Two Sale Agreement (unless the problem which Purchaser identified in the applicable notice of termination has been remedied in full), and Seller may sell such Properties without regard to this Section 13.1. ------------ (e) Purchaser's rights under this Section 13.1 shall not ------------ apply to any Full Service Hotel which is subject to any foreclosure sale, or deed-in-lieu thereof and upon the completion of any such foreclosure sale or deed-in-lieu thereof, this Section 13.1 shall no longer be applicable with respect to such Full Service Hotel, unless the purchaser at such foreclosure sale is the Seller or a Seller Subsidiary. No further instrument or confirmation shall be required with respect to such termination. (f) Notwithstanding anything to the contrary contained in this Agreement, this Section 13.1 shall not apply to the Full Service Hotel ------------ located in St. Xxxxxx and known as "Frenchman's Reef" and Purchaser may sell that property without regard to this Section 13.1. ------------

Right of First Refusal on Full Service Hotels. (a) Seller hereby grants to Purchaser a right of first refusal for a period commencing on the Closing Date and terminating on the earlier of (i) the fifth anniversary of the Closing Date and (ii) the date upon which Article XXXVI of the Operating Lease for the Property is effected such that Seller no longer manages the Property (the "Restricted Period") on any and all ----------------- all Full Service Hotels owned as of the date of this Agreement or acquired or constructed during the Restricted Period by (A) Seller or (B) any of Seller's wholly-owned subsidiaries or any other Person for which Seller may direct the sale of such Person's assets, whether through voting securities or by contract or otherwise (a "Seller Subsidiary"), on the terms and conditions set forth in ----------------- this Section 13.1. If during the Restricted Period, Seller or a Seller ------------ Subsidiary shall receive a bona fide offer (the "Offer") from an unaffiliated ----- third party to purchase one or more of its Full Service Hotels and such Offer contains a price and terms acceptable to Seller or the Seller Subsidiary, as applicable, then Seller (x) shall notify Purchaser in writing promptly after the receipt of the Offer, such notice to be accompanied by a copy of the Offer, and (y) as promptly as possible, shall provide copies of, or reasonable access to, due diligence materials in Seller's possession, custody or control relating to the such Full Service Hotels (including historical occupancy and Rev PAR information, title policies, title commitments and copies of documents referenced therein, surveys, environmental audits, zoning reports, engineering reports, appraisals, budgets and other similar materials, all to the extent in Seller's possession or control). By its delivery of such due diligence materials, 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. Within ten (10) Business Days after the receipt of Seller's notice and the documents referred to in clause (y) of this Section 13.1, Purchaser shall notify Seller and the Seller Subsidiary in writing whether Purchaser desires to purchase the applicable Full Service Hotel at the price and on the terms set forth in the Offer. (b) If Purchaser shall fail to respond within the ten (10) Business Day period referenced in subparagraph (a) above, Purchaser shall be deemed conclusively to have elected not to purchase the Full Service Hotel. In such event or if Purchaser elects not to purchase the Full Service Hotel, Seller or the Seller Subsidiary shall have the right to transfer the Full Service Hotel covered by the Offer to the party making the Offer, substantially in accordance with the terms of the Offer and without material modifications beneficial to said third party purchaser, without any further notice to Purchaser. If, however, Seller or the Seller Subsidiary and such third party purchaser thereafter agree to terms for such purchase which are materially different from those provided in the Offer and beneficial to the third party purchaser, then Purchaser's right of first refusal under this Section 13.1 shall ------------ be renewed with ------------ respect to such Full Service Hotel, on the terms of the Offer as so modified. If the sale of a Full Service Hotel is consummated with a third party, provided that Seller shall have complied with the requirements of this Section 13.1, this Section 13.1 shall no longer be applicable with respect to ------------ such Full Service ------------ Hotel simultaneously with the sale. The exercise or non-non- exercise by Purchaser of the right to purchase a Full Service Hotel does not affect Purchaser's continuing right of first refusal with respect to any other Full Service Hotels. (c) If Purchaser elects to purchase the Full Service Hotel pursuant to the Offer, 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 Full Service Hotel, containing the terms and conditions set forth in the Offer. Within three (3) Business Days after execution of such contract of sale, Purchaser shall pay the "Deposit" amount required thereunder to be held in escrow pursuant to the terms of the contract of sale. Purchaser agrees that the deposit required by any contract of sale to which Purchaser is a party for a Full Service Hotel shall be five percent (5%) of the purchase price for the Full Service Hotel. (d) Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 13.1 shall not apply to the Property ------------ Property or to any other properties of the Properties for which Purchaser has terminated this Agreement or any of the Other Agreements, as applicable, or which has been eliminated from the Group Two Sale Agreement (unless the problem which Purchaser identified in the applicable notice of termination has been remedied in full), and Seller may sell such Properties without regard to this Section 13.1. ------------ (e) Purchaser's rights under this Section 13.1 shall not apply ------------ apply to any Full Service Hotel which is subject to any foreclosure sale, or deed-in-in- lieu thereof and upon the completion of any such foreclosure sale or deed-in-in- lieu thereof, this Section 13.1 shall no longer be applicable with respect to such Full Service Hotel, unless the purchaser at such foreclosure sale is the Seller or a Seller Subsidiary. No further instrument or confirmation shall be required with respect to such termination. (f) Notwithstanding anything to the contrary contained in this Agreement, this Section 13.1 shall not apply to the Full Service Hotel located ------------ located in St. St Xxxxxx and known as "Frenchman's Reef" and Purchaser may sell that property without regard to this Section 13.1. ------------

Right of First Refusal on Full Service Hotels. (a) Seller hereby grants to Purchaser a right of first refusal for a period commencing on the Closing Date and terminating on the earlier of (i) the fifth anniversary of the Closing Date and (ii) the date upon which Article XXXVI of the Operating Lease for the Property is effected such that Seller no longer manages the Property (the "Restricted Period") on any and ----------------- all Full Service Hotels owned as of the date of this Agreement or acquired or constructed during the Restricted Period by (A) Seller or (B) any of Seller's wholly-owned subsidiaries or any other Person for which Seller may direct the sale of such Person's assets, whether through voting securities or by contract or otherwise (a "Seller Subsidiary"), on the terms and conditions set forth in ----------------- thisthis Section 13. Section 13.11. If during the Restricted Period, Seller or a Seller ------------ Subsidiary shall receive a bona fide offer (the "Offer") from an unaffiliated ----- third party to purchase one or more of its Full Service Hotels and such Offer contains a price and terms acceptable to Seller or the Seller Subsidiary, as applicable, then Seller (x) shall notify Purchaser in writing promptly after the receipt of the Offer, such notice to be accompanied by a copy of the Offer, and (y) as promptly as possible, shall provide copies of, or reasonable access to, due diligence materials in Seller's possession, custody or control relating to the such Full Service Hotels (including historical occupancy and Rev PAR information, title policies, title commitments and copies of documents referenced therein, surveys, environmental audits, zoning reports, engineering reports, appraisals, budgets and other similar materials, all to the extent in Seller's possession or control). By its delivery of such due diligence materials, 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. Within ten (10) Business Days after the receipt of Seller's notice and the documents referred to in clause (y) of this Section 13.1, Purchaser shall notify Seller and the Seller Subsidiary in writing whether Purchaser desires to purchase the applicable Full Service Hotel at the price and on the terms set forth in the Offer. (b) If Purchaser shall fail to respond within the ten (10) Business Day period referenced in subparagraph (a) above, Purchaser shall be deemed conclusively to have elected not to purchase the Full Service Hotel. In such event or if Purchaser elects not to purchase the Full Service Hotel, Seller or the Seller Subsidiary shall have the right to transfer the Full Service Hotel covered by the Offer to the party making the Offer, substantially in accordance with the terms of the Offer and without material modifications beneficial to said third party purchaser, without any further notice to Purchaser. If, however, Seller or the Seller Subsidiary and such third party purchaser thereafter agree to terms for such purchase which are materially different from those provided in the Offer and beneficial to the third party purchaser, then Purchaser's right of first refusal under this Section 13.1 shall be renewed with ------------ respect to such Full Service Hotel, on the terms of the Offer as so modified. If the sale of a Full Service Hotel is consummated with a third party, provided that Seller shall have complied with the requirements of this Section 13.1, this Section 13.1 shall no longer be applicable with respect to such Full Service ------------ Hotel simultaneously with the sale. The exercise or non-exercise by Purchaser of the right to purchase a Full Service Hotel does not affect Purchaser's continuing right of first refusal with respect to any other Full Service Hotels. (c) If Purchaser elects to purchase the Full Service Hotel pursuant to the Offer, 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 Full Service Hotel, containing the terms and conditions set forth in the Offer. Within three (3) Business Days after execution of such contract of sale, Purchaser shall pay the "Deposit" amount required thereunder to be held in escrow pursuant to the terms of the contract of sale. Purchaser agrees that the deposit required by any contract of sale to which Purchaser is a party for a Full Service Hotel shall be five percent (5%) of the purchase price for the Full Service Hotel. (d) Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 13.1 shall not apply to the ------------ Property or to any other properties for which Purchaser has terminated this Agreement or any of the Other Agreements, as applicable, or which has been eliminated from the Group Two Sale Agreement (unless the problem which Purchaser identified in the applicable notice of termination has been remedied in full), and Seller may sell such Properties without regard to this Section 13.1. ------------. (e) Purchaser's rights under this Section 13.1 shall not ------------ apply to any Full Service Hotel which is subject to any foreclosure sale, or deed-in-lieu thereof and upon the completion of any such foreclosure sale or deed-in-lieu thereof, this Section 13.1 shall no longer be applicable with respect to such Full Service Hotel, unless the purchaser at such foreclosure sale is the Seller or a Seller Subsidiary. No further instrument or confirmation shall be required with respect to such termination. (f) Notwithstanding anything to the contrary contained in this Agreement, this Section 13.1 shall not apply to the Full Service Hotel ------------ located in St. Xxxxxx and Thomxx xxx known as "Frenchman's Reef" and Purchaser may sell that property without regard to this Section 13.1. ------------.

Right of First Refusal on Full Service Hotels. (a) Seller hereby grants to Purchaser a right of first refusal for a period commencing on the Closing Date and terminating on the earlier of (i) the fifth anniversary of the Closing Date and (ii) the date upon which Article XXXVI of the Operating Lease for the Property is effected such that Seller no longer manages the Property (the "Restricted Period") on any and ----------------- all Full Service Hotels owned as of the date of this Agreement or acquired or constructed during the Restricted Period by (A) Seller or (B) any of Seller's wholly-owned subsidiaries or any other Person for which Seller may direct the sale of such Person's assets, whether through voting securities or by contract or otherwise (a "Seller Subsidiary"), on the terms and conditions set forth in ----------------- this Section 13.1. If during the Restricted Period, Seller or a Seller ------------ Subsidiary shall receive a bona fide offer (the "Offer") from an unaffiliated ----- third party to purchase one or more of its Full Service Hotels and such Offer contains a price and terms acceptable to Seller or the Seller Subsidiary, as applicable, then Seller (x) shall notify Purchaser in writing promptly after the receipt of the Offer, such notice to be accompanied by a copy of the Offer, and (y) as promptly as possible, shall provide copies of, or reasonable access to, due diligence materials in Seller's possession, custody or control relating to the such Full Service Hotels (including historical occupancy and Rev PAR information, title policies, title commitments and copies of documents referenced therein, surveys, environmental audits, zoning reports, engineering reports, appraisals, budgets and other similar materials, all to the extent in Seller's possession or control). By its delivery of such due diligence materials, 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. Within ten (10) Business Days after the receipt of Seller's notice and the documents referred to in clause (y) of this Section 13.1, Purchaser shall notify Seller and the Seller Subsidiary in writing whether Purchaser desires to purchase the applicable Full Service Hotel at the price and on the terms set forth in the Offer. (b) If Purchaser shall fail to respond within the ten (10) Business Day period referenced in subparagraph (a) above, Purchaser shall be deemed conclusively to have elected not to purchase the Full Service Hotel. In such event or if Purchaser elects not to purchase the Full Service Hotel, Seller or the Seller Subsidiary shall have the right to transfer the Full Service Hotel covered by the Offer to the party making the Offer, substantially in accordance with the terms of the Offer and without material modifications beneficial to said third party purchaser, without any further notice to Purchaser. If, however, Seller or the Seller Subsidiary and such third party purchaser thereafter agree to terms for such purchase which are materially different from those provided in the Offer and beneficial to the third party purchaser, then Purchaser's right of first refusal under this Section 13.1 shall be renewed with ------------ respect to such Full Service Hotel, on the terms of the Offer as so modified. If the sale of a Full Service Hotel is consummated with a third party, provided that Seller shall have complied with the requirements of this Section 13.1, this ------------ Section 13.1 shall no longer be applicable with respect to such Full Service ------------ Hotel simultaneously with the sale. The exercise or non-exercise by Purchaser of the right to purchase a Full Service Hotel does not affect Purchaser's continuing right of first refusal with respect to any other Full Service Hotels. (c) If Purchaser elects to purchase the Full Service Hotel pursuant to the Offer, 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 Full Service Hotel, containing the terms and conditions set forth in the Offer. Within three (3) Business Days after execution of such contract of sale, Purchaser shall pay the "Deposit" amount required thereunder to be held in escrow pursuant to the terms of the contract of sale. Purchaser agrees that the deposit required by any contract of sale to which Purchaser is a party for a Full Service Hotel shall be five percent (5%) of the purchase price for the Full Service Hotel. (d) Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 13.1 shall not apply to the ------------ Property or to any other properties for which Purchaser has terminated this Agreement or any of the Other Agreements, as applicable, or which has been eliminated from the Group Two Sale Agreement (unless the problem which Purchaser identified in the applicable notice of termination has been remedied in full), and Seller may sell such Properties without regard to this Section 13.1. ------------ (e) Purchaser's rights under this Section 13.1 shall not ------------ apply to any Full Service Hotel which is subject to any foreclosure sale, or deed-in-lieu thereof and upon the completion of any such foreclosure sale or deed-in-lieu thereof, this Section 13.1 shall no longer be applicable with respect to such Full Service Hotel, unless the purchaser at such foreclosure sale is the Seller or a Seller Subsidiary. No further instrument or confirmation shall be required with respect to such termination. (f) Notwithstanding anything to the contrary contained in this Agreement, this Section 13.1 shall not apply to the Full Service Hotel ------------ located in St. Xxxxxx and known as "Frenchman's Reef" and Purchaser may sell that property without regard to this Section 13.1. ------------

Right of First Refusal on Full Service Hotels. (a) Seller hereby grants to Purchaser a right of first refusal for a period commencing on the Closing Date and terminating on the earlier of (i) the fifth anniversary of the Closing Date and (ii) the date upon which Article XXXVI of the Operating Lease for the Property is effected such that Seller no longer manages the Property (the "Restricted Period") on any and ----------------- all Full Service Hotels owned as of the date of this Agreement or acquired or constructed during the Restricted Period by (A) Seller or (B) any of Seller's wholly-owned subsidiaries or any other Person for which Seller may direct the sale of such Person's assets, whether through voting securities or by contract or otherwise (a "Seller Subsidiary"), on the terms and conditions set forth in ----------------- thisno Section 13.1. If during the Restricted Period, Seller or a Seller ------------ Subsidiary shall ---- receive a bona fide offer (the "Offer") from an unaffiliated ----- third party to ----- purchase one or more of its Full Service Hotels and such Offer contains a price and terms acceptable to Seller or the Seller Subsidiary, as applicable, then Seller (x) shall notify Purchaser in writing promptly after the receipt of the Offer, such notice to be accompanied by a copy of the Offer, and (y) as promptly as possible, shall provide copies of, or reasonable access to, due diligence materials in Seller's possession, custody or control relating to the such Full Service Hotels (including historical occupancy and Rev PAR information, title policies, title commitments and copies of documents referenced therein, surveys, environmental audits, zoning reports, engineering reports, appraisals, budgets and other similar materials, all to the extent in Seller's possession or control). By its delivery of such due diligence materials, 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. Within ten (10) Business Days after the receipt of Seller's notice and the documents referred to in clause (y) of this Section 13.1, Purchaser shall notify Seller and the Seller Subsidiary in writing whether Purchaser desires to purchase the applicable Full Service Hotel at the price and on the terms set forth in the Offer. (b) If Purchaser shall fail to respond within the ten (10) Business Day period referenced in subparagraph (a) above, Purchaser shall be deemed conclusively to have elected not to purchase the Full Service Hotel. In such event or if Purchaser elects not to purchase the Full Service Hotel, Seller or the Seller Subsidiary shall have the right to transfer the Full Service Hotel covered by the Offer to the party making the Offer, substantially in accordance with the terms of the Offer and without material modifications beneficial to said third party purchaser, without any further notice to Purchaser. If, however, Seller or the Seller Subsidiary and such third party purchaser thereafter agree to terms for such purchase which are materially different from those provided in the Offer and beneficial to the third party purchaser, then Purchaser's right of first refusal under this Section 13.1 shall be renewed with ------------ respect to such Full Service Hotel, on the terms of the Offer as so modified. If the sale of a Full Service Hotel is consummated with a third party, provided that Seller shall have complied with the requirements of this Section 13.1, this ------------ Section 13.1 shall no longer be applicable with respect to such Full Service ------------ Hotel simultaneously with the sale. The exercise or non-exercise by Purchaser of the right to purchase a Full Service Hotel does not affect Purchaser's continuing right of first refusal with respect to any other Full Service Hotels. (c) If Purchaser elects to purchase the Full Service Hotel pursuant to the Offer, 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 Full Service Hotel, containing the terms and conditions set forth in the Offer. Within three (3) Business Days after execution of such contract of sale, Purchaser shall pay the "Deposit" amount required thereunder to be held in escrow pursuant to the terms of the contract of sale. Purchaser agrees that the deposit required by any contract of sale to which Purchaser is a party for a Full Service Hotel shall be five percent (5%) of the purchase price for the Full Service Hotel. (d) Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 13.1 shall not apply to the ------------ Property or to any other properties of the Properties for which Purchaser has terminated this Agreement or any of the Other Agreements, as applicable, or which has been eliminated elimiated from the Group Two Sale Agreement (unless the problem which Purchaser identified in the applicable notice of termination has been remedied in full), and Seller may sell such Properties without regard to this Section 13.1. ------------ (e) Purchaser's rights under this Section 13.1 shall not ------------ apply to any Full Service Hotel which is subject to any foreclosure sale, or deed-in-lieu thereof and upon the completion of any such foreclosure sale or deed-in-lieu thereof, this Section 13.1 shall no longer be applicable with respect to such Full Service Hotel, unless the purchaser at such foreclosure sale is the Seller or a Seller Subsidiary. No further instrument or confirmation shall be required with respect to such termination. (f) Notwithstanding anything to the contrary contained in this Agreement, this Section 13.1 shall not apply to the Full Service Hotel ------------ located in St. St Xxxxxx and known as "Frenchman's Reef" and Purchaser may sell that property without regard to this Section 13.1. ------------

Right of First Refusal on Full Service Hotels. (a) Seller hereby grants to Purchaser a right of first refusal for a period commencing on the Closing Date and terminating on the earlier of (i) the fifth anniversary of the Closing Date and (ii) the date upon which Article XXXVI of the Operating Lease for the Property is effected such that Seller no longer manages the Property (the "Restricted Period") on any and all ----------------- all Full Service Hotels owned as of the date of this Agreement or acquired or constructed during the Restricted Period by (A) Seller or (B) any of Seller's wholly-owned subsidiaries or any other Person for which Seller may direct the sale of such Person's assets, whether through voting securities or by contract or otherwise (a "Seller Subsidiary"), on the terms and conditions set forth in ----------------- this Section 13.1. If during the Restricted Period, Seller or a Seller ------------ Subsidiary shall receive a bona fide offer (the "Offer") from an unaffiliated ----- third party to purchase one or more of its Full Service Hotels and such Offer contains a price and terms acceptable to Seller or the Seller Subsidiary, as applicable, then Seller (x) shall notify Purchaser in writing promptly after the receipt of the Offer, such notice to be accompanied by a copy of the Offer, and (y) as promptly as possible, shall provide copies of, or reasonable access to, due diligence materials in Seller's possession, custody or control relating to the such Full Service Hotels (including historical occupancy and Rev PAR information, title policies, title commitments and copies of documents referenced therein, surveys, environmental audits, zoning reports, engineering reports, appraisals, budgets and other similar materials, all to the extent in Seller's possession or control). By its delivery of such due diligence materials, 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. Within ten (10) Business Days after the receipt of Seller's notice and the documents referred to in clause (y) of this Section 13.1, Purchaser shall notify Seller and the Seller Subsidiary in writing whether Purchaser desires to purchase the applicable Full Service Hotel at the price and on the terms set forth in the Offer. (b) If Purchaser shall fail to respond within the ten (10) Business Day period referenced in subparagraph (a) above, Purchaser shall be deemed conclusively to have elected not to purchase the Full Service Hotel. In such event or if Purchaser elects not to purchase the Full Service Hotel, Seller or the Seller Subsidiary shall have the right to transfer the Full Service Hotel covered by the Offer to the party making the Offer, substantially in accordance with the terms of the Offer and without material modifications beneficial to said third party purchaser, without any further notice to Purchaser. If, however, Seller or the Seller Subsidiary and such third party purchaser thereafter agree to terms for such purchase which are materially different from those provided in the Offer and beneficial to the third party purchaser, then Purchaser's right of first refusal under this Section 13.1 shall be renewed with ------------ respect to such Full Service Hotel, on the ------------ terms of the Offer as so modified. If the sale of a Full Service Hotel is consummated with a third party, provided that Seller shall have complied with the requirements of this Section 13.1, this Section 13.1 shall no longer be ------------ applicable with respect to such Full Service ------------ Hotel simultaneously with the sale. The exercise or non-exercise by Purchaser of the right to purchase a Full Service Hotel does not affect Purchaser's continuing right of first refusal with respect to any other Full Service Hotels. (c) If Purchaser elects to purchase the Full Service Hotel pursuant to the Offer, 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 Full Service Hotel, containing the terms and conditions set forth in the Offer. Within three (3) Business Days after execution of such contract of sale, Purchaser shall pay the "Deposit" amount required thereunder to be held in escrow pursuant to the terms of the contract of sale. Purchaser agrees that the deposit required by any contract of sale to which Purchaser is a party for a Full Service Hotel shall be five percent (5%) of the purchase price for the Full Service Hotel. (d) Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 13.1 shall not apply to the Property ------------ Property or to any other properties for which Purchaser has terminated this Agreement or any of the Other Agreements, as applicable, or which has been eliminated from the Group Two Sale Agreement (unless the problem which Purchaser identified in the applicable notice of termination has been remedied in full), and Seller may sell such Properties without regard to this Section 13.1. ------------ ------------ (e) Purchaser's rights under this Section 13.1 shall not apply ------------ apply to any Full Service Hotel which is subject to any foreclosure sale, or deed-in-lieu thereof and upon the completion of any such foreclosure sale or deed-in-lieu thereof, this Section 13.1 shall no longer be applicable with ------------ respect to such Full Service Hotel, unless the purchaser at such foreclosure sale is the Seller or a Seller Subsidiary. No further instrument or confirmation shall be required with respect to such termination. (f) Notwithstanding anything to the contrary contained in this Agreement, this Section 13.1 shall not apply to the Full Service Hotel ------------ located in St. Xxxxxx and known as "Frenchman's Reef" and Purchaser may sell that property without regard to this Section 13.1. ------------

Right of First Refusal on Full Service Hotels. (a) Seller hereby grants to Purchaser a right of first refusal for a period commencing on the Closing Date and terminating on the earlier of (i) the fifth anniversary of the Closing Date and (ii) the date upon which Article XXXVI of the Operating Lease for the Property is effected such that Seller no longer manages the Property (the "Restricted Period") on any and ----------------- all Full Service Hotels owned as of the date of this Agreement or acquired or constructed during the Restricted Period by (A) Seller or (B) any of Seller's wholly-owned subsidiaries or any other Person for which Seller may direct the sale of such Person's assets, whether through voting securities or by contract or otherwise (a "Seller Subsidiary"), on the terms and conditions set forth in ----------------- this Section 13.1. If during the Restricted Period, Seller or a Seller ------------ Subsidiary shall receive a bona fide offer (the "Offer") from an unaffiliated ----- third party to purchase one or more of its Full Service Hotels and such Offer contains a price and terms acceptable to Seller or the Seller Subsidiary, as applicable, then Seller (x) shall notify Purchaser in writing promptly after the receipt of the Offer, such notice to be accompanied by a copy of the Offer, and (y) as promptly as possible, shall provide copies of, or reasonable access to, due diligence materials in Seller's possession, custody or control relating to the such Full Service Hotels (including historical occupancy and Rev PAR information, title policies, title commitments and copies of documents referenced therein, surveys, environmental audits, zoning reports, engineering reports, appraisals, budgets and other similar materials, all to the extent in Seller's possession or control). By its delivery of such due diligence materials, 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. Within ten (10) Business Days after the receipt of Seller's notice and the documents referred to in clause (y) of this Section 13.1, Purchaser shall notify Seller and the Seller Subsidiary in writing whether Purchaser desires to purchase the applicable Full Service Hotel at the price and on the terms set forth in the Offer. (b) If Purchaser shall fail to respond within the ten (10) Business Day period referenced in subparagraph (a) above, Purchaser shall be deemed conclusively to have elected not to purchase the Full Service Hotel. In such event or if Purchaser elects not to purchase the Full Service Hotel, Seller or the Seller Subsidiary shall have the right to transfer the Full Service Hotel covered by the Offer to the party making the Offer, substantially in accordance with the terms of the Offer and without material modifications beneficial to said third party purchaser, without any further notice to Purchaser. If, however, Seller or the Seller Subsidiary and such third party purchaser thereafter agree to terms for such purchase which are materially different from those provided in the Offer and beneficial to the third party purchaser, then Purchaser's right of first refusal under this Section 13.1 shall ------------ be renewed with ------------ respect to such Full Service Hotel, on the terms of the Offer as so modified. If the sale of a Full Service Hotel is consummated with a third party, provided that Seller shall have complied with the requirements of this Section 13.1, this Section 13.1 shall no longer be applicable with respect to ------------ such Full Service ------------ Hotel simultaneously with the sale. The exercise or non-non- exercise by Purchaser of the right to purchase a Full Service Hotel does not affect Purchaser's continuing right of first refusal with respect to any other Full Service Hotels. (c) If Purchaser elects to purchase the Full Service Hotel pursuant to the Offer, 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 Full Service Hotel, containing the terms and conditions set forth in the Offer. Within three (3) Business Days after execution of such contract of sale, Purchaser shall pay the "Deposit" amount required thereunder to be held in escrow pursuant to the terms of the contract of sale. Purchaser agrees that the deposit required by any contract of sale to which Purchaser is a party for a Full Service Hotel shall be five percent (5%) of the purchase price for the Full Service Hotel. (d) Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 13.1 shall not apply to the ------------ Property or to any other properties for which Purchaser has terminated this Agreement or any of the Other Agreements, as applicable, or which has been eliminated from the Group Two Sale Agreement (unless the problem which Purchaser identified in the applicable notice of termination has been remedied in full), and Seller may sell such Properties without regard to this Section 13.1. ------------ (e) Purchaser's rights under this Section 13.1 shall not ------------ apply to any Full Service Hotel which is subject to any foreclosure sale, or deed-in-lieu thereof and upon the completion of any such foreclosure sale or deed-in-lieu thereof, this Section 13.1 shall no longer be applicable with respect to such Full Service Hotel, unless the purchaser at such foreclosure sale is the Seller or a Seller Subsidiary. No further instrument or confirmation shall be required with respect to such termination. (f) Notwithstanding anything to the contrary contained in this Agreement, this Section 13.1 shall not apply to the Full Service Hotel ------------ located in St. Xxxxxx and known as "Frenchman's Reef" and Purchaser may sell that property without regard to this Section 13.1. ------------

Right of First Refusal on Full Service Hotels. (a) Seller hereby grants to Purchaser a right of first refusal for a period commencing on the Closing Date and terminating on the earlier of (i) the fifth anniversary of the Closing Date and (ii) the date upon which Article XXXVI of the Operating Lease for the Property is effected such that Seller no longer manages the Property (the "Restricted Period") on any and ----------------- all Full Service Hotels owned as of the date of this Agreement or acquired or constructed during the Restricted Period by (A) Seller or (B) any of Seller's wholly-owned subsidiaries or any other Person for which Seller may direct the sale of such Person's assets, whether through voting securities or by contract or otherwise (a "Seller Subsidiary"), on the terms and conditions set forth in ----------------- this----------------- Section 13.11. If during the Restricted Period, Seller or a Seller ------------ Subsidiary shall receive a bona fide offer (the "Offer") from an unaffiliated ----- third party to purchase one or more of its Full Service Hotels and such Offer contains a price and terms acceptable to Seller or the Seller Subsidiary, as applicable, then Seller (x) shall notify Purchaser in writing promptly after the receipt of the Offer, such notice to be accompanied by a copy of the Offer, and (y) as promptly as possible, shall provide copies of, or reasonable access to, due diligence materials in Seller's possession, custody or control relating to the such Full Service Hotels (including historical occupancy and Rev PAR information, title policies, title commitments and copies of documents referenced therein, surveys, environmental audits, zoning reports, engineering reports, appraisals, budgets and other similar materials, all to the extent in Seller's possession or control). By its delivery of such due diligence materials, 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. Within ten (10) Business Days after the receipt of Seller's notice and the documents referred to in clause (y) of this Section 13.1, Purchaser ------------ shall notify Seller and the Seller Subsidiary in writing whether Purchaser desires to purchase the applicable Full Service Hotel at the price and on the terms set forth in the Offer. (b) If Purchaser shall fail to respond within the ten (10) Business Day period referenced in subparagraph (a) above, Purchaser shall be deemed conclusively to have elected not to purchase the Full Service Hotel. In such event or if Purchaser elects not to purchase the Full Service Hotel, Seller or the Seller Subsidiary shall have the right to transfer the Full Service Hotel covered by the Offer to the party making the Offer, substantially in accordance with the terms of the Offer and without material modifications beneficial to said third party purchaser, without any further notice to Purchaser. If, however, Seller or the Seller Subsidiary and such third party purchaser thereafter agree to terms for such purchase which are materially different from those provided in the Offer and beneficial to the third party purchaser, then Purchaser's right of first refusal under this Section 13.1 shall be renewed with ------------ respect to such Full Service Hotel, on the terms of the Offer as so modified. If the sale of a Full Service Hotel is consummated with a third party, provided that Seller shall have complied with the requirements of this Section 13.1, this ------------ Section 13.1 shall no longer be applicable with respect to such Full Service ------------ Hotel simultaneously with the sale. The exercise or non-exercise by Purchaser of the right to purchase a Full Service Hotel does not affect Purchaser's continuing right of first refusal with respect to any other Full Service Hotels. (c) If Purchaser elects to purchase the Full Service Hotel pursuant to the Offer, 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 Full Service Hotel, containing the terms and conditions set forth in the Offer. Within three (3) Business Days after execution of such contract of sale, Purchaser shall pay the "Deposit" amount required thereunder to be held in escrow pursuant to the terms of the contract of sale. Purchaser agrees that the deposit required by any contract of sale to which Purchaser is a party for a Full Service Hotel shall be five percent (5%) of the purchase price for the Full Service Hotel. (d) Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 13.1 shall not apply to the ------------ Property or to any other properties Properties for which Purchaser has terminated this Agreement or any of the Other Agreements, as applicable, or which has been eliminated elimiated from the Group Two Sale Agreement (unless the problem which Purchaser identified in the applicable notice of termination has been remedied in full), and Seller may sell such Properties without regard to this Section 13.1. ------------ (e) Purchaser's rights under this Section 13.1 shall not ------------ apply to any Full Service Hotel which is subject to any foreclosure sale, or deed-in-lieu thereof and upon the completion of any such foreclosure sale or deed-in-lieu thereof, this Section 13.1 shall no longer be applicable with ------------ respect to such Full Service Hotel, unless the purchaser at such foreclosure sale is the Seller or a Seller Subsidiary. No further instrument or confirmation shall be required with respect to such termination. (f) Notwithstanding anything to the contrary contained in this Agreement, this Section 13.1 shall not apply to the Full Service Hotel ------------ located in St. St Xxxxxx and known as "Frenchman's Reef" and Purchaser may sell that property without regard to this Section 13.1. ------------

Right of First Refusal on Full Service Hotels. (a) Seller hereby grants to Purchaser a right of first refusal for a period commencing on the Closing Date and terminating on the earlier of (i) the fifth anniversary of the Closing Date and (ii) the date upon which Article XXXVI of the Operating Lease for the Property is effected such that Seller no longer manages the Property (the "Restricted Period") on any and ----------------- all Full Service Hotels owned as of the date of this Agreement or acquired or constructed during the Restricted Period by (A) Seller or (B) any of Seller's wholly-owned subsidiaries or any other Person for which Seller may direct the sale of such Person's assets, whether through voting securities or by contract or otherwise (a "Seller Subsidiary"), on the terms and conditions set forth in ----------------- this Section 13.1. If during the Restricted Period, Seller or a Seller ------------ Subsidiary shall receive a bona fide offer (the "Offer") from an unaffiliated ----- third party to purchase one or more of its Full Service Hotels and such Offer contains a price and terms acceptable to Seller or the Seller Subsidiary, as applicable, then Seller (x) shall notify Purchaser in writing promptly after the receipt of the Offer, such notice to be accompanied by a copy of the Offer, and (y) as promptly as possible, shall provide copies of, or reasonable access to, due diligence materials in Seller's possession, custody or control relating to the such Full Service Hotels (including historical occupancy and Rev PAR information, title policies, title commitments and copies of documents referenced therein, surveys, environmental audits, zoning reports, engineering reports, appraisals, budgets and other similar materials, all to the extent in Seller's possession or control). By its delivery of such due diligence materials, 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. Within ten (10) Business Days after the receipt of Seller's notice and the documents referred to in clause (y) of this Section 13.1, Purchaser shall notify Seller and the Seller Subsidiary in writing whether Purchaser desires to purchase the applicable Full Service Hotel at the price and on the terms set forth in the Offer. (b) If Purchaser shall fail to respond within the ten (10) Business Day period referenced in subparagraph (a) above, Purchaser shall be deemed conclusively to have elected not to purchase the Full Service Hotel. In such event or if Purchaser elects not to purchase the Full Service Hotel, Seller or the Seller Subsidiary shall have the right to transfer the Full Service Hotel covered by the Offer to the party making the Offer, substantially in accordance with the terms of the Offer and without material modifications beneficial to said third party purchaser, without any further notice to Purchaser. If, however, Seller or the Seller Subsidiary and such third party purchaser thereafter agree to terms for such purchase which are materially different from those provided in the Offer and beneficial to the third party purchaser, then Purchaser's right of first refusal under this Section 13.1 shall ------------ be renewed with ------------ respect to such Full Service Hotel, on the terms of the Offer as so modified. If the sale of a Full Service Hotel is consummated with a third party, provided that Seller shall have complied with the requirements of this Section 13.1, this Section 13.1 shall no longer be applicable with respect to ------------ such Full Service ------------ Hotel simultaneously with the sale. The exercise or non-non- exercise by Purchaser of the right to purchase a Full Service Hotel does not affect Purchaser's continuing right of first refusal with respect to any other Full Service Hotels. (c) If Purchaser elects to purchase the Full Service Hotel pursuant to the Offer, 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 Full Service Hotel, containing the terms and conditions set forth in the Offer. Within three (3) Business Days after execution of such contract of sale, Purchaser shall pay the "Deposit" amount required thereunder to be held in escrow pursuant to the terms of the contract of sale. Purchaser agrees that the deposit required by any contract of sale to which Purchaser is a party for a Full Service Hotel shall be five percent (5%) of the purchase price for the Full Service Hotel. (d) Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 13.1 shall not apply to the ------------ Property or to any other properties for which Purchaser has terminated this Agreement or any of the Other Agreements, as applicable, or which has been eliminated from the Group Two Sale Agreement (unless the problem which Purchaser identified in the applicable notice of termination has been remedied in full), and Seller may sell such Properties without regard to this Section 13.1. ------------ (e) Purchaser's rights under this Section 13.1 shall not ------------ apply to any Full Service Hotel which is subject to any foreclosure sale, or deed-in-lieu thereof and upon the completion of any such foreclosure sale or deed-in-lieu thereof, this Section 13.1 shall no longer be applicable with respect to such Full Service Hotel, unless the purchaser at such foreclosure sale is the Seller or a Seller Subsidiary. No further instrument or confirmation shall be required with respect to such termination. (f) Notwithstanding anything to the contrary contained in this Agreement, this Section 13.1 shall not apply to the Full Service Hotel ------------ located in St. Xxxxxx and known as "Frenchman's Reef" and Purchaser may sell that property without regard to this Section 13.1. ------------