Common use of ROFO Clause in Contracts

ROFO. ROFR. Purchaser acknowledges that each of the Franchise Agreements and/or Management Agreements set forth on Schedule 4.8 contains a currently effective purchase option, right of first offer, right of first refusal and/or similar rights in favor of a third party with respect to a certain Property (each, a “ROFO/ROFR”, and such Franchise Agreements and/or Management Agreements, each, a “ROFO/ROFR Agreement”). If any ROFO/ROFR Agreement counterparty exercises any of its ROFO/ROFR rights under such ROFO/ROFR Agreement (or fails to waive the same in writing) with respect to any Hotel Assets that are subject to a ROFO/ROFR (each, a “ROFO/ROFR Asset”), then, if Purchaser in its sole and absolute discretion agrees to waive the Purchaser Closing Condition set forth in Section 8.2.1(i) and consummate the Closing as to the other applicable Hotel Assets, (A) all references hereunder to such ROFO/ROFR Asset (the “Excluded ROFO/ROFR Asset”) shall be deemed deleted and such Excluded ROFO/ROFR Asset shall not be deemed a “Real Property”, “Hotel Asset” or part of the “Property” for any purpose under this Agreement, (B) the Purchase Price shall be reduced by the Allocated Purchase Price applicable to such Excluded ROFO/ROFR Asset and Purchaser shall receive a return of the Allocated Deposit applicable to such Excluded ROFO/ROFR Asset (and the interest thereon), and (C) neither Sellers nor Purchaser shall have any further rights or obligations hereunder with regard to such Excluded ROFO/ROFR Asset, except for the rights and obligations hereunder which expressly survive termination of this Agreement. Promptly after the Effective Date, Sellers shall send to each ROFO/ROFR Agreement counterparty, if any, the notices required under the applicable ROFO/ROFR Agreement in respect of the ROFO/ROFR and keep Purchaser reasonably apprised of the status thereof.

ROFO. ROFRAs used herein, the term “ROFO Period” means that period of time commencing on the Effective Date and ending on June 30, 2017 or, if Tenant duly exercises its Option pursuant to Section 9 above, ending on June 30, 2022. Purchaser acknowledges that each of the Franchise Agreements and/or Management Agreements set forth on Schedule 4.8 contains Tenant shall have a currently effective purchase option, right of first offer, right of first refusal and/or similar rights in favor of a third party with respect offer (“ROFO”) to a certain Property lease space (each, a “ROFO/ROFRROFO Space”) that becomes available on the 4th Floor and 6th Floor of the Building during the ROFO Period, on the terms and conditions contained in this Section 10, and such Franchise Agreements and/or Management Agreementssubject to all of the following conditions and limitations: (1) the ROFO shall terminate and be null and void if Tenant assigns the Lease to any party other than to a Permitted Transferee; (2) the ROFO shall not be in effect during any period of time in which fifty percent (50%) or more of the rentable square feet then contained in the Premises are subleased to any party other than to a Permitted Transferee; (3) the ROFO shall be of no force or effect during any period of time in which an Event of Default by Tenant exists under the Lease; and (4) the ROFO is subject and subordinate to any and all rights (including, eachwithout limitation, a “ROFO/ROFR Agreement”). If any ROFO/ROFR Agreement counterparty exercises any leases, options to renew or extend and rights of its ROFO/ROFR rights under such ROFO/ROFR Agreement (first offer, first negotiation, first refusal or fails to waive the same in writingother expansion rights) held with respect to such space by other tenants of the Building (and their assignees and successors, to the extent that such assignees and successors have the right to exercise such rights) as of the Effective Date. For the avoidance of doubt, the ROFO shall terminate upon the expiration of the ROFO Period. Not later than 30 days after the mutual execution and delivery of this Amendment, Landlord or Landlord’s Broker shall provide Tenant with a list (the “ROFO List”) of the tenants that Landlord believes in good faith (but without representation or warranty) have rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) to the ROFO Space (or any Hotel Assets portion thereof) that are subject superior to a Tenant’s ROFO/ROFR (each. Tenant acknowledges and agrees that the ROFO List will be provided to Tenant without any representation or warranty, a “ROFO/ROFR Asset”)either express or implied, then, if Purchaser in its sole and absolute discretion agrees to waive the Purchaser Closing Condition set forth in Section 8.2.1(i) and consummate the Closing as to the other applicable Hotel Assets, (A) all references hereunder to such ROFO/ROFR Asset (the “Excluded ROFO/ROFR Asset”) shall be deemed deleted and such Excluded ROFO/ROFR Asset shall not be deemed a “Real Property”, “Hotel Asset” completeness or part accuracy of the “Property” for any purpose under this AgreementROFO List, (B) the Purchase Price and Tenant agrees that Tenant shall be reduced by the Allocated Purchase Price applicable to such Excluded ROFO/ROFR Asset and Purchaser shall receive a return have no claim or recourse against Landlord on account of the Allocated Deposit applicable to such Excluded ROFO/ROFR Asset (and the interest thereon), and (C) neither Sellers nor Purchaser shall have any further rights incompleteness or obligations hereunder with regard to such Excluded ROFO/ROFR Asset, except for the rights and obligations hereunder which expressly survive termination of this Agreement. Promptly after the Effective Date, Sellers shall send to each ROFO/ROFR Agreement counterparty, if any, the notices required under the applicable ROFO/ROFR Agreement in respect inaccuracy of the ROFO/ROFR and keep Purchaser reasonably apprised of the status thereofROFO List.

ROFO. ROFR. Purchaser acknowledges that each of During the Franchise Agreements and/or Management Agreements set forth on Schedule 4.8 contains Term, Developer shall not sell, transfer or otherwise convey, or agree to sell, transfer or otherwise convey, except in connection with a currently effective purchase optionjoint venture or other financing arrangement to which Developer is a party, right of first offer, right of first refusal and/or similar rights in favor all or any portion of a third party with respect to a certain Property tower (each, including the related Tower Assets and Site if such tower were a “ROFO/ROFR”Development Tower” or an “Acquisition Tower” under this Agreement), or any group of towers or any interest therein, located in the Territory, to any Person unless Developer has first offered to sell, transfer and such Franchise Agreements and/or Management Agreements, each, a convey the tower(s) (including the related Tower Assets and Site) to [***] by written notice (the “ROFO/ROFR AgreementSale Notice”). If any ROFO/ROFR Agreement counterparty exercises any of its ROFO/ROFR rights under such ROFO/ROFR Any tower previously tendered to and rejected by [***] as described in this Agreement (or fails to waive the same in writing) with respect to any Hotel Assets that are subject to a ROFO/ROFR (each, each a “ROFO/ROFR Asset”), then, if Purchaser in its sole and absolute discretion agrees to waive the Purchaser Closing Condition set forth in Section 8.2.1(i) and consummate the Closing as to the other applicable Hotel Assets, (A) all references hereunder to such ROFO/ROFR Asset (the “Excluded ROFO/ROFR AssetRejected Tower”) shall be deemed deleted and exempt from the terms of this Section 2(a)(iii), provided that such Excluded ROFO/ROFR Asset exemption shall not be deemed apply if Developer proposes to include any Rejected Tower in an offer to any Person that combines such Rejected Tower with any other tower or group of towers that is subject to this Section 8 (the “Renewed ROFO”). The Sale Notice shall include (A) a “Real Property”, “Hotel Asset” or part description of the “Property” for any purpose under this Agreement, proposed tower(s) and (B) the price and other terms and conditions on which it is willing to sell such tower(s). Upon receipt by [***] of the Sale Notice and continuing for twenty (20) days thereafter (the “Exercise Period”), [***] shall have the right, exercisable by giving written notice (the “Exercise Notice”) to Developer, to purchase all (but not less than all, except any tower(s) for which Defects are identified during due diligence) of the tower(s) (including the related Tower Assets and Sites) described in the Sale Notice from Developer on terms and conditions set forth in the Sale Notice. In the event [***] purchases the tower(s) pursuant to this Section 2(a)(iii), the Parties shall negotiate an Asset Purchase Price Agreement containing at least the same terms and conditions contemplated in the Sale Notice. Unless the Parties otherwise agree, the closing of any purchase of tower(s) shall occur five (5) Business Days after all third-party consents (including governmental approvals) are obtained. As to any tower(s) [***] does not exercise its right to purchase, Developer shall be reduced by free, during the Allocated Purchase Price applicable [***] period following the Sale Notice (together with any reasonable and bona fide extensions of time required to complete the closing of an agreement made binding during such Excluded ROFO/ROFR Asset [***] period), to sell and Purchaser shall receive convey the tower(s) to a return of bona fide third-party upon the Allocated Deposit applicable same material terms and conditions available to such Excluded ROFO/ROFR Asset [***] set forth in the Sale Notice. Any towers (and related Tower Assets and Sites) not sold within such [***] period shall continue to be subject to the interest thereon), and (C) neither Sellers nor Purchaser shall have any further rights or obligations hereunder with regard to such Excluded ROFO/ROFR Asset, except for the rights and obligations hereunder which expressly survive termination requirements of this Agreement. Promptly after the Effective Date, Sellers shall send to each ROFO/ROFR Agreement counterparty, if any, the notices required under the applicable ROFO/ROFR Agreement in respect of the ROFO/ROFR and keep Purchaser reasonably apprised of the status thereofSection 2(a)(iii).

ROFO. ROFR. Purchaser acknowledges (it being understood that each of if Tenant fails to deliver such Tenant ROFO Acceptance within such fifteen (15) Business Day period, the Franchise Agreements and/or Management Agreements set forth on Schedule 4.8 contains a currently effective purchase option, right of first offer, right of first refusal and/or similar rights in favor of a third party Tenant ROFO shall terminate with respect to a certain Property (each, a “ROFO/ROFR”, and such Franchise Agreements and/or Management Agreements, each, a “ROFO/ROFR Agreement”sale of the Leased Property). Upon Landlord’s receipt of the Tenant ROFO Acceptance, Landlord and Tenant shall have a period of forty-five (45) days to negotiate in good faith a definitive purchase and sale agreement for the Leased Property. If any ROFO/ROFR Agreement counterparty exercises any Landlord and Tenant are not able to reach agreement during such forty five (45) day period on the terms of its ROFO/ROFR rights under such ROFO/ROFR Agreement a purchase and sale agreement, then Landlord shall be free to market the Leased Property for sale; provided that if Landlord intends to enter into a contract on terms materially more favorable than those offered in the Landlord ROFO Notice, then (or fails to waive i) the same in writing) with respect to any Hotel Assets that are subject to a ROFO/ROFR (each, a “ROFO/ROFR Asset”), then, if Purchaser in its sole and absolute discretion agrees to waive the Purchaser Closing Condition set forth in Section 8.2.1(i) and consummate the Closing as to the other applicable Hotel AssetsTenant ROFO shall be reinstated, (Aii) all references hereunder to such ROFO/ROFR Asset (the “Excluded ROFO/ROFR Asset”) Landlord shall be deemed deleted required to deliver written notice to Tenant setting forth such more favorable terms and (iii) Tenant shall then have thirty (30) days to finalize and execute a definitive purchase and sale agreement for the Leased Property with Landlord (each of Tenant and Landlord agree to negotiate such Excluded ROFO/ROFR Asset documentation in good faith) on such more favorable terms (but if such purchase agreement is not finalized and executed within such thirty (30) day period, the Tenant ROFO shall not be deemed terminated). As used herein “terms materially more favorable” shall mean a “Real Property”, “Hotel Asset” or part total consideration of less than ninety-five percent (95%) of the “Property” for any purpose under this Agreement, (B) consideration at which such sale or other transfer was offered to Tenant in the Purchase Price shall be reduced by the Allocated Purchase Price applicable to such Excluded ROFO/ROFR Asset and Purchaser shall receive Landlord ROFO Notice. If Landlord has not consummated a return sale of the Allocated Deposit Leased Property in accordance with this Section 18.2 within one hundred eighty (180) days after Tenant has failed to timely provide a Tenant ROFO Acceptance or the parties have failed to enter into a purchase and sale agreement within the applicable to such Excluded ROFO/ROFR Asset (and period described above, as applicable, then the interest thereon), and (C) neither Sellers nor Purchaser shall have any further rights or obligations hereunder with regard to such Excluded ROFO/ROFR Asset, except for the rights and obligations hereunder which expressly survive termination provisions of this Agreement. Promptly after the Effective Date, Sellers shall send to each ROFO/ROFR Agreement counterparty, if any, the notices required under the applicable ROFO/ROFR Agreement Section 18.2 must again be complied with in respect of the ROFO/ROFR and keep Purchaser reasonably apprised any proposed transaction; provided that, if Landlord has not consummated a sale of the status thereofLeased Property in accordance with this Section 18.2 within such one hundred eighty (180) day period solely as a result of the failure to obtain all licenses, qualifications or approvals that are necessary to consummate such sale from all necessary governmental authorities, then such one hundred eighty (180) day period shall be extended by and additional ninety (90) days, provided Landlord is exercising commercially reasonable efforts to obtain the same. This Section 18.2 shall apply to any transfer of the direct or indirect equity interests in Landlord that would have the effect of, and the primary purpose of which is, an indirect transfer of all or substantially all of the Leased Property, mutatis mutandis.

ROFO. ROFR. Purchaser acknowledges that each of the Franchise Agreements and/or Management Agreements set forth on Schedule 4.8 contains a currently effective purchase option, right of first offer, right of first refusal and/or similar rights in favor of a third party with respect to a certain Property (each, a “ROFO/ROFR”, and such Franchise Agreements and/or Management Agreements, each, a “ROFO/ROFR Agreement”). If any ROFO/ROFR Agreement counterparty exercises any of its ROFO/ROFR rights under such ROFO/ROFR Agreement (or fails to waive the same in writing) with respect to any Hotel Assets that are subject to a ROFO/ROFR (each, a “ROFO/ROFR Asset”), then, if Purchaser in its sole and absolute discretion agrees to waive the Purchaser Closing Condition set forth in Section 8.2.1(i) and consummate the applicable Closing as to the other applicable Hotel Assets, (A) all references hereunder to such ROFO/ROFR Asset (the “Excluded ROFO/ROFR Asset”) shall be deemed deleted and such Excluded ROFO/ROFR Asset shall not be deemed a “Real Property”, “Hotel Asset” or part of the “Property” for any purpose under this Agreement, (B) the Purchase Price shall be reduced by the Allocated Purchase Price applicable to such Excluded ROFO/ROFR Asset and Purchaser shall receive a return of the Allocated Deposit applicable to such Excluded ROFO/ROFR Asset (and the interest thereon), and (C) neither Sellers nor Purchaser shall have any further rights or obligations hereunder with regard to such Excluded ROFO/ROFR Asset, except for the rights and obligations hereunder which expressly survive termination of this Agreement. Promptly after the Effective Date, Sellers shall send to each ROFO/ROFR Agreement counterparty, if any, the notices required under the applicable ROFO/ROFR Agreement in respect of the ROFO/ROFR and keep Purchaser reasonably apprised of the status thereof.

ROFO. ROFRSeller(s) and ROFO Buyer(s) shall jointly and severally indemnify, defend (with counsel acceptable to ROFO Escrow Agent) and save harmless ROFO Escrow Agent from and against all loss, cost, claim, liability, damage and expense, including reasonable attorneys’ fees and disbursements incurred in connection with the performance of ROFO Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by ROFO Escrow Agent in bad faith, in willful disregard of this Escrow Agreement, or involving gross negligence on the part of ROFO Escrow Agent (the “Indemnified Matters”) (but, as between ROFO Seller(s) and ROFO Purchaser(s), each ROFO Buyer and ROFO Seller shall be responsible for its pro rata share of the costs of such Indemnified Matters, based upon its Percentage Interest relative to the Percentage Interests of all ROFO Buyer(s) and ROFO Seller, except to the extent that such Indemnified Matters are attributable to the breach by any ROFO Seller or ROFO Purchaser of the LP Agreement or this Escrow Agreement, in which event the cost shall be borne by whichever of the ROFO Seller(s) or ROFO Purchaser(s) is the breaching party). Purchaser acknowledges Escrow Agent hereunder may resign at any time giving ten (10) business days’ prior written notice to that effect to each of the Franchise Agreements and/or Management Agreements set forth on Schedule 4.8 contains a currently effective purchase option, right of first offer, right of first refusal and/or similar rights in favor of a third party with respect to a certain Property (each, a “ROFO/ROFR”, ROFO Seller(s) and such Franchise Agreements and/or Management Agreements, each, a “ROFO/ROFR Agreement”ROFO Purchaser(s). If any ROFO/ROFR Agreement counterparty exercises any of its ROFO/ROFR rights under In such ROFO/ROFR Agreement (or fails to waive event, the same in writingsuccessor ROFO Escrow Agent shall be selected by ROFO Purchaser(s) with respect to any Hotel Assets that are subject to a ROFO/ROFR (each, a “ROFO/ROFR Asset”and approved by ROFO Seller(s), thensuch approval not to be unreasonably withheld or delayed. ROFO Escrow Agent shall then deliver to successor ROFO Escrow Agent the ROFO Deposit, if Purchaser in its sole and absolute discretion agrees to waive the Purchaser Closing Condition set forth in Section 8.2.1(i) and consummate the Closing as be held by successor ROFO Escrow Agent pursuant to the other applicable Hotel Assets, (A) all references hereunder to such ROFO/ROFR Asset (the “Excluded ROFO/ROFR Asset”) shall be deemed deleted and such Excluded ROFO/ROFR Asset shall not be deemed a “Real Property”, “Hotel Asset” or part terms of the “Property” for any purpose under this Agreement, (B) the Purchase Price shall be reduced by the Allocated Purchase Price applicable to such Excluded ROFO/ROFR Asset and Purchaser shall receive a return of the Allocated Deposit applicable to such Excluded ROFO/ROFR Asset (Escrow Agreement and the interest thereon), and (C) neither Sellers nor Purchaser shall have any further rights or obligations hereunder with regard to such Excluded ROFO/ROFR Asset, except for the rights and obligations hereunder which expressly survive termination of this LP Agreement. Promptly after the Effective Date, Sellers shall send to each ROFO/ROFR Agreement counterparty, if any, the notices required under the applicable ROFO/ROFR Agreement in respect of the ROFO/ROFR and keep Purchaser reasonably apprised of the status thereof.

ROFO. ROFR. Purchaser acknowledges that each (A) Either Shareholder (an “Exiting Shareholder”) may at any time from the fourth anniversary of the Franchise Agreements and/or Management Agreements set forth date of this agreement serve a written notice (an “Exit Notice”) on Schedule 4.8 contains the other Shareholder (the “Non-Exiting Shareholder”) notifying the Non-Exiting Shareholder of its intention to sell all its Shares in the Company and exit the joint venture formed by this agreement and the Articles of Association. An Exit Notice must include details of whether or not the proposed disposal of the Shares is part of or in any way connected with a currently effective larger transaction involving members of the Exiting Shareholder’s Group and where the Exit Notice is served by the Vodafone Shareholder, it must include a Revised Brand Licence Offer. If both Shareholders serve an Exit Notice, the Exit Notice which is deemed to have been received first in accordance with clause 34 (Notices) will be the valid Exit Notice for the purposes of this clause 16.1. An Exit Notice may not be served if an IPO Notice or Group Sale Notice has already been served by the other Shareholder and the process following such notice has not lapsed or terminated. (B) Upon the receipt of an Exit Notice, the Non-Exiting Shareholder may, at any time within eight weeks from the date of the Exit Notice, serve a written notice on the Exiting Shareholder stating that it wishes to purchase option, right of first offer, right of first refusal and/or similar rights in favor of a third party with respect to a certain Property all the Shares (each, the “ROFO Shares”) held by the Exiting Shareholder (a “ROFO/ROFR”, and such Franchise Agreements and/or Management Agreements, each, a “ROFO/ROFR AgreementROFO Notice”). If The ROFO Notice shall: (i) state the consideration payable (which shall be cash and/or listed shares of the Ultimate Parent of the Non-Exiting Shareholder) for the ROFO Shares, expressed as a fixed Euro amount, and all the other terms (“ROFO Terms”) on which the ROFO Shares are proposed to be purchased, which shall not impose any ROFO/ROFR Agreement counterparty exercises any obligation on the Exiting Shareholder apart from the obligations (a) to sell the full and unencumbered ownership of its ROFO/ROFR rights under such ROFO/ROFR Agreement (or fails to waive the same in writing) with respect to any Hotel Assets that are subject to a ROFO/ROFR (each, a “ROFO/ROFR Asset”), then, if Purchaser in its sole and absolute discretion agrees to waive the Purchaser Closing Condition set forth in Section 8.2.1(i) and consummate the Closing as ROFO Shares to the other applicable Hotel AssetsNon-Exiting Shareholder together with all rights attaching thereto and (b) to provide standard title, capacity, authority and no insolvency warranties; (Aii) all references hereunder to such ROFO/ROFR Asset contain an offer (the “Excluded ROFO/ROFR AssetROFO Offer”) from the Non-Exiting Shareholder to purchase the ROFO Shares from the Exiting Shareholder on the ROFO Terms including to pay the entire fixed consideration on completion of the sale and purchase (whether payment of cash consideration or settlement of any share consideration, which for the avoidance of doubt shall be deemed deleted listed upon settlement), provided that completion of the ROFO Offer may, if so notified in the ROFO Notice, be solely conditional upon, (a) the obtaining of any anti-trust approvals or consents (b) the obtaining of any other regulatory approvals and consents and (c) the obtaining of any shareholder and/or third party consents as are, in each case, mandatorily required by law or regulation (including, without limitation, the Listing Rules) in connection with the proposed acquisition of the ROFO Shares by the Non-Exiting Shareholder and their sale by the Exiting Shareholder (the “ROFO Conditions”); and (iii) where the Non-Exiting Shareholder is the Liberty Global Shareholder or a member of its Group, state whether it accepts or rejects the Revised Brand Licence Offer. (C) The ROFO Notice shall be irrevocable. For the purposes of this clause 16 (Transfer of Shares for Convenience), the Vodafone Shareholder and Liberty Global Shareholder agree that: (i) if the Liberty Global Shareholder offers listed shares in its Ultimate Parent as consideration for a ROFO Offer, it shall: (a) offer Class C shares (which have the stock code LBTYK as at the date of this agreement); (b) a combination of such Excluded ROFO/ROFR Asset Class C Shares and Class A Shares (which have the stock code LBTYA as at the date of this agreement), to be offered in proportions equal to the proportion that the value of each such share class (being the relevant total number of shares in issue (excluding shares held in treasury) multiplied by the relevant closing share price) represents of the total aggregate value of the Class C Shares and Class A Shares in issue (excluding shares held in treasury), in each case on the last trading day prior to the date of the ROFO Notice; or (c) if at the date of the ROFO Notice the Class C shares or Class A Shares no longer exist or its Ultimate Parent has one or more other classes of listed common or ordinary share not in existence at the date of this agreement, it will offer the class of share which provides the broadest exposure to the profits or losses of its Ultimate Parent’s Group; and (ii) if the Vodafone Shareholder offers listed shares in its Ultimate Parent as consideration for a ROFO Offer and it has more than one class of listed common or ordinary share, it will offer the class of share which provides the broadest exposure to the profits or losses of its Ultimate Parent’s Group. (D) The Exiting Shareholder may accept the ROFO Offer contained in the ROFO Notice by providing notice in writing to the Non-Exiting Shareholder within two weeks of the date of the ROFO Notice (failing which, the ROFO Offer will expire). If the Exiting Shareholder accepts the ROFO Offer, the sale and purchase of the ROFO Shares shall not be deemed a “Real Property”completed in accordance with clause 18 (Completion of Transfers) on the date which is the later of: (i) 10 Business Days after the date on which all of the ROFO Conditions have been satisfied or waived (in whole or in part) by mutual agreement of the Shareholders; and (ii) 10 Business Days after the date on which the Exiting Shareholder accepted the ROFO Offer, “Hotel Asset” or on such other date as the Shareholders may agree, provided always that such date shall be no later than the ROFO Completion Deadline, failing which the agreement to sell and purchase the ROFO Shares shall terminate automatically. If all or part of the consideration for the ROFO Shares comprises shares in the Ultimate Parent of the Non-Exiting Shareholder, such Shares shall be valued at the Share VWAP on the date of completion of the transfer of the ROFO Shares, or, at the election of the Non-Exiting Shareholder, some or all of the fixed amount of consideration may be satisfied in cash on completion of such transfer. Where the Non-Exiting Shareholder is the Liberty Global Shareholder or a member of its Group and its ROFO Notice stated that it had accepted the Revised Brand Licence Offer, on completion of the sale of the ROFO Shares the Company shall, or shall procure that a member of its Group shall, execute a brand licence on the terms and conditions set out in the Revised Brand Licence Offer. (E) The Shareholders acknowledge that the Non-Exiting Shareholder shall be entitled (subject to applicable law and regulation) to require the Company and its Group to incur additional financial debt for the purposes of financing or refinancing the purchase of the ROFO Shares by the Non-Exiting Shareholder, provided the incurring of such additional financial debt is conditional on completion of the purchase of the ROFO Shares by the Non-Exiting Shareholder. (F) If: (i) the Non-Exiting Shareholder does not serve a ROFO Notice on the Exiting Shareholder within eight weeks from the date of the Exit Notice in accordance with clause 16.1(B) or the agreement to sell and purchase the ROFO Shares is terminated pursuant to clause 16.1(D); or (ii) the ROFO Offer is not accepted by the Exiting Shareholder within two weeks of the date of the ROFO Notice in accordance with clause 16.1(D), the Exiting Shareholder shall have the right to elect, by giving notice in writing (an “PropertyExit Election Notice”) to the Non-Exiting Shareholder and the Company within one month of the expiry of the eight week period or of the termination as set out or referred to in (i) or the lapse of the ROFO Offer in the case of (ii) (as applicable), that it wishes to pursue: (a) a sale of all the Shares in the Company to a third party, in which case the provisions of clause 16.2 (Drag Sale) shall apply; or (b) an IPO of the Company, in which case it shall be deemed to have served an “IPO Notice” and the Exiting Shareholder shall be deemed to be the “Initiating Shareholder” and the Non-Exiting Shareholder shall be deemed to be the “Receiving Shareholder”, in each case for any purpose the purposes of clause 19 (IPO); or (c) a dual track process of a sale of all the Shares in the Company and an IPO of the Company, in which case both clauses 16.1(F)(ii)(a) and 16.1(F)(ii)(b) shall apply but the Exiting Shareholder shall be entitled to decide which of the two processes will be completed. (G) Both Shareholders shall act in good faith in compliance with their obligations under this Agreement, (B) the Purchase Price shall be reduced by the Allocated Purchase Price applicable to such Excluded ROFO/ROFR Asset and Purchaser shall receive a return of the Allocated Deposit applicable to such Excluded ROFO/ROFR Asset (and the interest thereon), and (C) neither Sellers nor Purchaser shall have any further rights or obligations hereunder with regard to such Excluded ROFO/ROFR Asset, except for the rights and obligations hereunder which expressly survive termination of this Agreement. Promptly after the Effective Date, Sellers shall send to each ROFO/ROFR Agreement counterparty, if any, the notices required under the applicable ROFO/ROFR Agreement in respect of the ROFO/ROFR and keep Purchaser reasonably apprised of the status thereofclause 16.1.

ROFO. ROFR. Purchaser acknowledges If the LGT Lenders (and/or any Affiliate or Related Fund of an LGT Lender) (each an “Eligible LGT ROFO Beneficiary”) hold, at the relevant time, (without any sub-participation or sub-contract (or similar), but calculated or determined on an aggregate basis for funds managed by the same manager) a total aggregate principal amount of commitments under the Facilities (excluding any capitalised interest) that each is at least equal to 66⅔% of the Franchise Agreements and/or Management Agreements set forth on Schedule 4.8 contains total aggregate principal amount of the commitments of the LGT Lenders as at the date of the Commitment Letter, then such Eligible LGT ROFO Beneficiaries shall benefit from a currently effective purchase option, right of first offer, offer (but not a right of first refusal and/or similar rights last look) to participate, in favor a pro rata amount, in any Additional Facility constituting a term loan facility to be established in reliance on paragraph (I)(i) of the Additional Facility Amount Condition on the terms proposed by the Company in respect of that Additional Facility. Such right to participate shall (i) only be exercisable by such Eligible LGT ROFO Beneficiaries within 10 Business Days of the date of the relevant notice from the Company evidencing the Company’s intention to establish the relevant Additional Facility and setting out the terms proposed in respect of that Additional Facility (and, for the avoidance of any doubt, during such period the Company will not solicit competing offers from third-party financiers, without the prior consent of the Eligible LGT ROFO Beneficiaries), but (ii) shall automatically terminate if definitive binding commitment documentation is not entered into by the Eligible LGT ROFO Beneficiaries that exercised their right to participate within 10 BDs of the respective date each such Eligible LGT ROFO Beneficiary affirmed their intention to participate. If paragraph (ii) applies or the Eligible LGT ROFO Beneficiaries refuse or are unable to participate in the relevant Additional Facility on the terms offered by the Company (or the Eligible LGT ROFO Beneficiaries abstain or otherwise fail to respond to or request changes (or conditions) to any of the terms of that Additional Facility from the terms offered by the Company (other than a third party with respect request to a certain Property increase its commitment and participation in that Additional Facility (each, a “ROFO/ROFR”including an increase above its pro rata entitlement, and in respect of any such Franchise Agreements and/or Management Agreements, each, a “ROFO/ROFR Agreement”). If any ROFO/ROFR Agreement counterparty exercises any of request to increase its ROFO/ROFR rights under such ROFO/ROFR Agreement (or fails to waive commitment the same in writing) with respect to any Hotel Assets that are subject to a ROFO/ROFR (each, a “ROFO/ROFR Asset”), then, if Purchaser in Company may exercise its sole and absolute discretion agrees discretion, including, for the avoidance of doubt, refusing such request) or to waive replace it with an Affiliate or Related Fund) or offer to participate on a less than pro rata basis in that Additional Facility, the Purchaser Closing Condition set forth in Section 8.2.1(iCompany shall be free to approach any other potential financier(s) and consummate shall be free to deal, transact, solicit, negotiate and to establish and enter into an Additional Facility with one or more such financier(s), provided only that the Closing terms entered into with that financier(s) are not (when taken as a whole) materially more beneficial to (and from the perspective of) the financier(s) than those offered to the other Eligible LGT ROFO Beneficiaries pursuant to the ROFO (unless the prior consent of the Eligible LGT ROFO Beneficiaries (acting in good faith and not to be unreasonably withheld, delayed or conditioned) has been obtained). For the avoidance of any doubt, no term of the ROFO shall prevent or limit the Company from raising any uncommitted portion of any applicable Hotel Assets, (A) all references hereunder Additional Facility should the Eligible LGT ROFO Beneficiaries agree to such ROFO/ROFR Asset (the “Excluded ROFO/ROFR Asset”) shall be deemed deleted participate only up to their pro rata share and such Excluded ROFO/ROFR Asset shall pro rata share is an amount that is less than 100% of the amount of the relevant Additional Facility being sought to be raised by the Company. The ROFO will not apply to any Eligible LGT ROFO Beneficiary if, in the reasonable determination of the Company, after consultation with the Eligible LGT ROFO Beneficiaries (or the relevant manager(s) or other representative of such Eligible LGT ROFO Beneficiaries) such Eligible LGT ROFO Beneficiary would not be deemed a “Real Property”, “Hotel Asset” or part of able to participate on the “Property” for any purpose under this Agreement, (B) the Purchase Price shall be reduced terms proposed by the Allocated Purchase Price applicable to such Excluded ROFO/ROFR Asset and Purchaser shall receive Company in respect of that Additional Facility as a return result of the Allocated Deposit applicable to such Excluded ROFO/ROFR Asset (and the interest thereon), and (C) neither Sellers nor Purchaser shall have any further rights legal or obligations hereunder with regard to such Excluded ROFO/ROFR Asset, except for the rights and obligations hereunder which expressly survive termination of this Agreement. Promptly after the Effective Date, Sellers shall send to each ROFO/ROFR Agreement counterparty, regulatory restrictions or lender licensing restrictions or requirements or if any, the notices required under the applicable ROFO/ROFR Agreement that Eligible LGT ROFO Beneficiary would not a be Qualifying Lender in respect of the ROFO/ROFR and keep Purchaser reasonably apprised proposed borrower of that Additional Facility (and, for the avoidance of any doubt, there shall be no obligation on the Company to restructure the proposed terms of the status thereofAdditional Facility, such as restructuring the Additional Facility as a bond or changing the jurisdiction of the proposed borrower, in order to seek to mitigate any restrictions or requirements). The ROFO shall be for the benefit of the Eligible LGT ROFO Beneficiaries only, and the rights of the Eligible LGT ROFO Beneficiaries in respect of the ROFO shall be recorded in a side letter (but being a Finance Document) and shall not be capable of being assigned or transferred (and will not benefit any assignee or transferee of any Eligible LGT ROFO Beneficiary). If, at any time, any Eligible LGT ROFO Beneficiary becomes a Defaulting Lender, all of its rights in respect of the ROFO shall immediately and automatically terminate.