Common use of Sale Procedures Clause in Contracts

Sale Procedures. (a) In connection with any Drag-Along Sale, or any Tag-Along Sale which the Participant agrees to accept, all Participants shall be obligated, if applicable and if permitted by law, to vote (or consent in writing, as the case may be, in respect of) all Shares held by them in favour of any Drag-Along Sale or Tag-Along Sale being effected by merger, amalgamation, consolidation, plan of arrangement, share sale, asset sale or other type of business combination requiring shareholder approval and the Participant shall in all other respects support the transaction contemplated by the Drag-Along Sale or Tag-Along Sale and shall be obligated to take all reasonable actions and to reasonably cooperate in the consummation of the transaction contemplated thereby and shall execute all documents, including a sale, purchase, amalgamation, reorganization or merger agreement, reasonably requested by the Selling Shareholder(s) containing the terms and conditions of the Drag-Along Sale or Tag-Along Sale; provided, however, that such terms and conditions shall include the following: (i) any representations and warranties from the Participants shall be on a several and not joint basis; and (ii) the maximum liability of each Participant (other than for fraud or intentional misrepresentation as to ownership or the existence of a lien) under such Drag-Along Sale or Tag-Along Sale transaction shall be limited to the purchase price received by such Participant. (b) No Participant shall exercise any rights of appraisal or dissent rights that such Participant may have (whether under applicable law or otherwise) or could potentially have or acquire in connection with any Drag-Along Sale or Tag-Along Sale or any proposal that is necessary or desirable to consummate the Drag-Along Sale or Tag-Along Sale. (c) All Transfers of Shares, including Shares issuable upon exercise of the Award to the Drag-Along Transferee pursuant to Section 11 or the Tag-Along Transferee pursuant to Section 12, shall be consummated contemporaneously on the closing date specified in the Drag-Along Notice or offer of Tag-Along Sale and, if any Participant shall not have taken such steps as are necessary to Transfer Shares and/or exercise the Award to be exercised as provided above in Section 11, in order for the Shares to be so Transferred, such Participant shall be deemed to have appointed each Selling Shareholder as his true and lawful attorney in fact to take all such actions and to sign all such documents as are necessary or, in the reasonable view of the Selling Shareholder, desirable in order to effect such Transfer. In such event, the Selling Shareholder shall hold the purchase price for such Shares in trust for the Participant, pending acknowledgement in writing of the Transfer by the Participant.

Sale Procedures. (a) a. In connection with any Drag-Along Sale, or any Tag-Along Sale which the Participant agrees (or is deemed to agree) to accept, all Participants the Participant shall be obligated, if applicable and if permitted by law, to vote (or consent in writing, as the case may be, in respect of) all Shares held by them him in favour of any Drag-Along Sale or Tag-Along Sale being effected by merger, amalgamation, consolidation, plan of arrangement, share sale, asset sale or other type of business combination requiring shareholder approval and the Participant shall in all other respects support the transaction contemplated by the Drag-Along Sale or Tag-Along Sale and shall be obligated to take all reasonable actions and to reasonably cooperate in the consummation of the transaction contemplated thereby and shall execute all documents, including a sale, purchase, amalgamation, reorganization or merger agreement, reasonably requested by the Selling Shareholder(s) containing the terms and conditions of the Drag-Along Sale or Tag-Along Sale; provided, however, that such terms and conditions shall include the following: (i) any representations and warranties from the Participant and other Participants shall be on a several and not joint basis; and (ii) the maximum liability of each the Participant (other than for fraud or intentional misrepresentation as to ownership or the existence of a lien) under such Drag-Along Sale or Tag-Along Sale transaction shall be limited to the purchase price received by such the Participant. (b) No b. The Participant shall not exercise any rights of appraisal or dissent rights that such the Participant may have (whether under applicable law or otherwise) or could potentially have or acquire in connection with any Drag-Along Sale or Sale, Tag-Along Sale or any proposal that is necessary or desirable to consummate the Drag-Along Sale or Tag-Along Sale. (c) c. All Transfers of Shares, including Shares issuable upon exercise the vesting and exercise/surrender (for Non-U.S. Participants) or settlement (for U.S. Participants) of the Award RSUs to the Drag-Along Transferee pursuant to Section 11 2 or the Tag-Along Transferee pursuant to Section 123, shall be consummated contemporaneously on the closing date specified in the Drag-Along Notice or offer of Tag-Along Sale Notice, as applicable, and, if any the Participant shall not have taken such steps as are necessary to Transfer Shares and/or exercise the Award to be exercised as provided above in Section 112 or Section 3, as applicable, in order for the Shares to be so Transferred, such the Participant shall be deemed to have appointed each Selling Shareholder as his true and lawful attorney in fact to take all such actions and to sign all such documents as are necessary or, in the reasonable view of the Selling Shareholder, desirable in order to effect such Transfer. In such event, the Selling Shareholder shall hold the purchase price for such Shares in trust for the Participant, pending acknowledgement in writing of the Transfer by the Participant. d. This Section 4 shall cease to apply immediately following the occurrence of an Initial Public Offering. 112635107 ​

Sale Procedures. (a) In connection with any Drag-Along Sale, or any Tag-Along Sale which the Participant agrees to accept, all Participants the Participant shall be obligated, if applicable and if permitted by law, to vote (or consent in writing, as the case may be, in respect of) all Shares held by them him in favour of any Drag-Along Sale or Tag-Along Sale being effected by merger, amalgamation, consolidation, plan of arrangement, share sale, asset sale or other type of business combination requiring shareholder approval and the Participant shall in all other respects support the transaction contemplated by the Drag-Along Sale or Tag-Along Sale and shall be obligated to take all reasonable actions and to reasonably cooperate in the consummation of the transaction contemplated thereby and shall execute all documents, including a sale, purchase, amalgamation, reorganization or merger agreement, reasonably requested by the Selling Shareholder(s) containing the terms and conditions of the Drag-Along Sale or Tag-Along Sale; provided, however, that such terms and conditions shall include the following: (i) any representations and warranties from the Participant and other Participants shall be on a several and not joint basis; and (ii) the maximum liability of each the Participant (other than for fraud or intentional misrepresentation as to ownership or the existence of a lien) under such Drag-Along Sale or Tag-Along Sale transaction shall be limited to the purchase price received by such the Participant. (b) No The Participant shall not exercise any rights of appraisal or dissent rights that such the Participant may have (whether under applicable law or otherwise) or could potentially have or acquire in connection with any Drag-Along Sale or Tag-Along Sale or any proposal that is necessary or desirable to consummate the Drag-Along Sale or Tag-Along Sale. (c) All Transfers of Shares, including Shares issuable upon exercise of the Award to the Drag-Along Transferee pursuant to Section 11 or the Tag-Along Transferee pursuant to Section 12, shall be consummated contemporaneously on the closing date specified in the Drag-Along Notice or offer of Tag-Along Sale and, if any the Participant shall not have taken such steps as are necessary to Transfer Shares and/or exercise the Award to be exercised as provided above in Section 11, in order for the Shares to be so Transferred, such the Participant shall be deemed to have appointed each Selling Shareholder as his true and lawful attorney in fact to take all such actions and to sign all such documents as are necessary or, in the reasonable view of the Selling Shareholder, desirable in order to effect such Transfer. In such event, the Selling Shareholder shall hold the purchase price for such Shares in trust for the Participant, pending acknowledgement in writing of the Transfer by the Participant. (d) This Section 13 shall cease to apply immediately following the occurrence of a Roll Up Transaction.

Sale Procedures. (a) In connection with any Drag-Along Sale, or any Tag-Along Sale which the Participant agrees 1.1 Subject to accept, all Participants shall be obligated, if applicable and if permitted by law, to vote (or consent in writing, as the case may be, in respect of) all Shares held by them in favour of any Drag-Along Sale or Tag-Along Sale being effected by merger, amalgamation, consolidation, plan of arrangement, share sale, asset sale or other type of business combination requiring shareholder approval and the Participant shall in all other respects support the transaction contemplated by the Drag-Along Sale or Tag-Along Sale and shall be obligated to take all reasonable actions and to reasonably cooperate in the consummation of the transaction contemplated thereby and shall execute all documents, including a sale, purchase, amalgamation, reorganization or merger agreement, reasonably requested by the Selling Shareholder(s) containing the terms and conditions of this Agreement, the DragPurchaser agrees that from time to time prior to the Termination Date it will purchase Eligible Debts from the Sellers. 1.2 On or after the Effective Date, the Seller Agent acting on behalf of each Seller, will deliver to the Purchaser a Notice of Assignment with respect to the Eligible Debts to be sold by such Seller on the first Purchase Date. The initial Notice of Assignment delivered by the Seller Agent to the Purchaser shall be with respect all Eligible Debts owned by such Seller that are Outstanding on the Effective Date. Subsequent Notices of Assignment may be delivered to the Purchaser on any Offer Date by any Seller, or the Seller Agent acting on such Seller’s behalf. The first Notice of Assignment delivered after the first Offer Date by a Seller, or the Seller Agent acting on its behalf, to the Purchaser shall be with respect to all Eligible Debts owned by such Seller that arose during the period from and after the Effective Date through and including the Business Day immediately prior to the second Offer Date, and any subsequent Notice of Assignment of a Seller shall be with respect to all Eligible Debts arising during the period from and including the Business Day immediately prior to the most recent prior Offer Date on which such Seller sold Eligible Debts hereunder through and including the Business Day immediately prior to the current Offer Date. No Seller shall be allowed to change its Offer Date unless the Purchaser consents to such change. 1.3 Each Notice of Assignment shall be in the form of Electronic Data (or such other format as agreed to by the Purchaser) and shall (i) describe each Eligible Debt listed therein by invoice date, invoice number, invoice amount, Debtor name and address and (ii) contain such other information as the Purchaser may reasonably from time to time require. 1.4 Each Notice of Assignment shall be deemed to contain the following notice from the related Seller: “Seller hereby warrants that in relation to the Eligible Debts referred to herein the warranties made by the Seller contained in the Receivables Documents are true and correct and in particular the related Goods and/or services have been delivered and/or fully performed prior to the date hereof.” 1.5 The Purchaser shall have no obligation to purchase any Eligible Debts offered to the Purchaser in any Notice of Assignment unless the Purchaser delivers to the Seller Agent, on behalf of each of the Sellers, via Electronic Data, a confirmation of purchase (each such confirmation a “Purchase Confirmation”) with respect to a Notice of Assignment. As of the date hereof, the Purchaser represents and warrants that (i) it has arranged one or more committed purchase facilities, with terms of 365 days from the date hereof, with one or more Investors, each of which has either a long-Along Sale term debt rating of at least A- from S&P or Tag-Along Salea Tier 1 Capital Ratio of at least 10.0%, which Investors have agreed to purchase from the Purchasers Eligible Debts owed by Approved Debtors in aggregate amounts outstanding at any time up to the related Debtor Purchase Limits and (ii) under the terms of such committed purchase facilities, the Investors are obliged to purchase from the Purchaser any Eligible Debts acquired by the Purchaser hereunder, provided that each of the requirements of, and conditions to, a purchase hereunder are satisfied (other than the delivery by the Purchaser of the related Purchase Confirmation). The Purchaser agrees that it will not voluntarily reduce the amount of any commitment from any Investor to purchase such Debts during the initial term of such commitment unless either the Seller Agent or any Seller is in breach of any of its duties or obligations hereunder or a Termination Event has occurred. The Purchaser agrees that, promptly following receipt by the Purchaser of a Notice of Assignment and upon satisfaction of all conditions to a purchase of Eligible Debts hereunder it will request receipt of funds from such Investors in connection with a sale hereunder and a related sale by the Purchaser to such Investors under such committed purchase facilities, and following receipt of the Purchaser of funds from such Investors, the Purchaser will deliver to the Seller Agent a Purchase Confirmation relating to such sale hereunder. 1.6 Subject to the delivery by the Purchaser of Purchase Confirmation on a Purchase Date, the Purchaser will accept for purchase all of the Eligible Debts offered for sale to it by a Seller; provided, however, that the Purchaser not purchase any Eligible Debts on a Purchase Date to the extent that (a) the aggregate Funded Amounts for such terms and conditions shall include Eligible Debts to be purchased on such Purchase Date (such amount for any Purchase Date being the following: “Aggregate Proposed Investment”) exceeds the amount by which the Funding Limit exceeds the sum of (i) any representations and warranties from the Participants shall be on a several and not joint basis; Aggregate Proposed Investment and (ii) the maximum liability of each Participant (other than for fraud or intentional misrepresentation as to ownership or the existence of a lien) under such Drag-Along Sale or Tag-Along Sale transaction shall be limited to the purchase price received by such Participant. Unrecovered Investment Amount, (b) No Participant shall exercise any rights the aggregate of appraisal the Purchase Prices therefor exceeds the amount of funds received by the Purchaser from one (1) or dissent rights more sales of such Eligible Debts to one (1) or more Investors or (c) the aggregate of the Outstanding Balances of all Debts of such Debtor, together with the aggregate Noticed Value of all Eligible Debts of such Debtor to be sold on such Purchase Date exceeds the related Debtor Purchase Limit. 1.7 The Seller Agent and the Purchaser agree that such Participant may have each Notice of Assignment and each Purchase Confirmation (whether under applicable law by Electronic Data or otherwise) shall, upon delivery to the appropriate person, constitute an “authenticated” record (within the meaning of Section 9-102(7) of the applicable UCC) of the person sending such Notice of Assignment or could potentially have Purchase Confirmation accepting any portion or acquire in connection with any Drag-Along Sale or Tag-Along Sale or any proposal that is necessary or desirable to consummate all of the Drag-Along Sale or Tag-Along SaleEligible Debts offered by a Notice of Assignment. (c) All Transfers 1.8 On each Purchase Date, upon receipt by the Seller Agent of Sharesa Purchase Confirmation, including Shares issuable upon exercise of the Award to the Drag-Along Transferee pursuant to Section 11 or the Tag-Along Transferee pursuant to Section 12, shall be consummated contemporaneously on the closing date specified in the Drag-Along Notice or offer of Tag-Along Sale and, if any Participant shall not have taken such steps as are necessary to Transfer Shares and/or exercise the Award to be exercised as provided above in Section 11, in order for the Shares to be so Transferred, such Participant related Seller shall be deemed to have appointed sold, transferred and absolutely assigned to the Purchaser, and the Purchaser shall be deemed to have purchased, such Eligible Debts and the Purchaser shall own the Debts (together with all Associated Rights and Related Security related thereto) sold, transferred and absolutely assigned to it by each Selling Shareholder as his true and lawful attorney in fact Seller on such Purchase Date. 1.9 Notwithstanding anything herein contained to take all such actions and to sign all such documents as are necessary orthe contrary, the Purchaser may, in its sole discretion, if a Seller elects to offer to sell Eligible Debts, agree to purchase any Eligible Debt of any Debtor where (i) the reasonable view Noticed Value of such Eligible Debt exceeds the related Debtor Purchase Limit or (ii) the Purchase Price of which, when added to the Unrecovered Investment Amount, exceeds the Funding Limit. In addition, each Seller agrees that if either (x) the Debtor Purchase Limit has been reached for any Debtor or (y) the Unrecovered Investment Amount equals or exceeds the Funding Limit, it shall, to the extent it has any Eligible Debts, offer to the Purchaser such Eligible Debts prior to offering any such Eligible Debts for sale to any other Person and shall provide the Purchaser at least five (5) Business Days to provide an offer to purchase such Eligible Debt from such Seller. 1.10 Each Seller further agrees that it will not sell, transfer, assign or grant any interest in, directly or indirectly, any Debt of any Approved Debtor to any Person other than the Purchaser (i) without the prior written consent of the Selling ShareholderPurchaser, desirable in order which consent will not be unreasonably withheld or (ii) under the circumstances set forth in, and subject to effect such Transfer. In such eventthe provisions of, the Selling Shareholder shall hold second sentence of section 1.9, and, in each case, subject to the purchase price for execution and delivery to the Purchaser of one or more intercreditor agreements on terms and conditions acceptable to the Purchaser and such Shares in trust for other documents, on terms and conditions acceptable to the ParticipantPurchaser, pending acknowledgement in writing of the Transfer reasonably required by the ParticipantPurchaser.

Sale Procedures. (a) In connection If the Notice Member elects to proceed with any Drag-Along a Forced Sale in accordance with Section 8.3 or the Members otherwise mutually agree to consummate a Sale of the Hotel or a Sale of the Company and/or its Subsidiaries in accordance with Section 3.3 (as applicable, an “Approved Sale”), or any Tag-Along Sale which the Participant agrees to accept, all Participants such transaction shall be obligated, if applicable and if permitted conducted by law, SHR in accordance with customary procedures for the sale of a luxury hotel. SHR shall have the sole right to vote (or consent in writing, as the case may be, in respect of) all Shares held by them in favour of any Drag-Along Sale or Tag-Along Sale being effected by merger, amalgamation, consolidation, plan of arrangement, share sale, asset sale or other type of business combination requiring shareholder approval and the Participant shall in all other respects support the transaction contemplated by the Drag-Along Sale or Tag-Along Sale and shall be obligated to take all reasonable actions and to reasonably cooperate in the consummation of the transaction contemplated thereby and shall execute all documents, including a sale, purchase, amalgamation, reorganization or merger agreement, reasonably requested by the Selling Shareholder(s) containing approve the terms and conditions of any such Approved Sale and to control the Drag-Along Sale or Tag-Along Salesale process; provided, however, that such terms and conditions shall include the followingprovided that: (i) in the case of a Forced Sale, RECO shall have the right to approve any representations and warranties from alterations to the Participants sale consideration or other material economic terms, which approval shall not be on a several and not joint basisunreasonably withheld or delayed; and (ii) in the maximum liability case of each Participant any Approved Sale other than a Forced Sale, such transaction and certain terms thereof shall be subject to Board approval as a Major Decision in accordance with Section 3.3(a) hereof. Further, in the event of any Approved Sale or Forced Sale, RECO shall, as reasonably required in connection with the consummation of such transaction, take all actions required of it in order to consummate such transaction including without limitation, as applicable, (i) executing any documents or instruments reasonably requested by the proposed purchaser; (ii) providing the same or substantially similar representations, warranties, covenants, releases and indemnities as SHR or its Affiliates are providing in such transaction; (iii) agreeing to any escrows, holdback amounts or deposits required by the purchaser on a pro rata basis, but otherwise on the same or substantially similar terms as SHR or its Affiliates; (iv) at the closing of such transaction, conveying good title to its Interests, free and clear of all claims and encumbrances created by, through or under such holder or on its behalf (other than any contemplated by this Agreement and any restrictions on transfer applicable under state and/or federal securities laws), against delivery to such holder of the consideration for fraud the Interests of such holder being sold; and (v) approving, at a Members’ meeting or intentional misrepresentation by written consent, the transaction as to ownership or the existence of a lien) under such Drag-Along Sale or Tag-Along Sale transaction shall be limited to the purchase price received by such ParticipantMember and waiving, if applicable, any dissenters and/or appraisal rights. (b) No Participant shall exercise any rights of appraisal or dissent rights that such Participant may have (whether under applicable law or otherwise) or could potentially have or acquire in connection with any Drag-Along Sale or Tag-Along Sale or any proposal that is necessary or desirable to consummate the Drag-Along Sale or Tag-Along Sale. (c) All Transfers of Shares, including Shares issuable upon exercise of the Award Notwithstanding anything to the Drag-Along Transferee pursuant to Section 11 or the Tag-Along Transferee pursuant to Section 12, shall be consummated contemporaneously on the closing date specified in the Drag-Along Notice or offer of Tag-Along Sale and, if any Participant shall not have taken such steps as are necessary to Transfer Shares and/or exercise the Award to be exercised as provided above in Section 11, in order for the Shares to be so Transferred, such Participant shall be deemed to have appointed each Selling Shareholder as his true and lawful attorney in fact to take all such actions and to sign all such documents as are necessary orcontrary herein, in the reasonable view event of any Sale of the Selling ShareholderHotel, desirable Sale of the Company (in order to effect each case whether in an Approved Sale or a Forced Sale), Change of Control Put Right or other Liquidity Right contemplated by this Agreement, as well as any dissolution or liquidation of the Company as contemplated in Article IX (each, a “Liquidation/Sale Event”), such Transfer. In such eventtransaction or proceeding shall in all cases be structured as follows: (i) first, the Selling Shareholder Company shall hold be dissolved and liquidated and the purchase price for such Shares in trust for the Participant, pending acknowledgement in writing common stock of the Transfer REIT Subsidiary shall be distributed to the Members (together with the other assets of the Company, if any) in accordance with the rights and preferences set forth in Section 7.3, and (ii) second, the common stock of the REIT Subsidiary then owned by the Participantselling Member shall be redeemed by the REIT Subsidiary or transferred to the acquiring Member, an Affiliate thereof or a third party (in each case at the applicable price set forth in this Agreement) (collectively, the “Liquidation/Sale Procedure”). Any and all additional administrative fees and expenses (including without limitation fees and expenses of accountants, attorneys and other professionals) incurred by SHR and/or the Company to accommodate the Liquidation/Sale Procedure shall be borne solely by RECO. Upon the consummation of any Liquidation/Sale Event, the selling Member shall provide customary representations, warranties and indemnities with respect to its transfer of Common Stock of the REIT Subsidiary.

Sale Procedures. (a) In connection If the Notice Member elects to proceed with any Drag-Along a Forced Sale in accordance with Section 8.3 or the Members otherwise mutually agree to consummate a Sale of the Hotel or a Sale of the Company and/or its Subsidiaries in accordance with Section 3.3 (as applicable, an “Approved Sale”), or any Tag-Along Sale which the Participant agrees to accept, all Participants such transaction shall be obligated, if applicable and if permitted conducted by law, SHR in accordance with customary procedures for the sale of a luxury hotel. SHR shall have the sole right to vote (or consent in writing, as the case may be, in respect of) all Shares held by them in favour of any Drag-Along Sale or Tag-Along Sale being effected by merger, amalgamation, consolidation, plan of arrangement, share sale, asset sale or other type of business combination requiring shareholder approval and the Participant shall in all other respects support the transaction contemplated by the Drag-Along Sale or Tag-Along Sale and shall be obligated to take all reasonable actions and to reasonably cooperate in the consummation of the transaction contemplated thereby and shall execute all documents, including a sale, purchase, amalgamation, reorganization or merger agreement, reasonably requested by the Selling Shareholder(s) containing approve the terms and conditions of any such Approved Sale and to control the Drag-Along Sale or Tag-Along Salesale process; provided, however, that such terms and conditions shall include the followingprovided that: (i) in the case of a Forced Sale, RECO shall have the right to approve any representations and warranties from alterations to the Participants sale consideration or other material economic terms, which approval shall not be on a several and not joint basisunreasonably withheld or delayed; and (ii) in the maximum liability case of each Participant any Approved Sale other than a Forced Sale, such transaction and certain terms thereof shall be subject to Board approval as a Major Decision in accordance with Section 3.3(a) hereof. Further, in the event of any Approved Sale or Forced Sale, RECO shall, as reasonably required in connection with the consummation of such transaction, take all actions required of it in order to consummate such transaction including without limitation, as applicable, (i) executing any documents or instruments reasonably requested by the proposed purchaser; (ii) providing the same or substantially similar representations, warranties, covenants, releases and indemnities as SHR or its Affiliates are providing in such transaction; (iii) agreeing to any escrows, holdback amounts or deposits required by the purchaser on a pro rata basis, but otherwise on the same or substantially similar terms as SHR or its Affiliates; (iv) at the closing of such transaction, conveying good title to its Interests, free and clear of all claims and encumbrances created by, through or under such holder or on its behalf (other than any contemplated by this Agreement and any restrictions on transfer applicable under state and/or federal securities laws), against delivery to such holder of the consideration for fraud the Interests of such holder being sold; and (v) approving, at a Members’ meeting or intentional misrepresentation by written consent, the transaction as to ownership or the existence of a lien) under such Drag-Along Sale or Tag-Along Sale transaction shall be limited to the purchase price received by such ParticipantMember and waiving, if applicable, any dissenters and/or appraisal rights. (b) No Participant shall exercise any rights of appraisal or dissent rights that such Participant may have (whether under applicable law or otherwise) or could potentially have or acquire in connection with any Drag-Along Sale or Tag-Along Sale or any proposal that is necessary or desirable to consummate the Drag-Along Sale or Tag-Along Sale. (c) All Transfers of Shares, including Shares issuable upon exercise of the Award Notwithstanding anything to the Drag-Along Transferee pursuant to Section 11 or the Tag-Along Transferee pursuant to Section 12, shall be consummated contemporaneously on the closing date specified in the Drag-Along Notice or offer of Tag-Along Sale and, if any Participant shall not have taken such steps as are necessary to Transfer Shares and/or exercise the Award to be exercised as provided above in Section 11, in order for the Shares to be so Transferred, such Participant shall be deemed to have appointed each Selling Shareholder as his true and lawful attorney in fact to take all such actions and to sign all such documents as are necessary orcontrary herein, in the reasonable view event of any Sale of the Selling ShareholderHotel, desirable Sale of the Company (in order to effect each case whether in an Approved Sale or a Forced Sale) or other Liquidity Right contemplated by this Agreement, as well as any dissolution or liquidation of the Company as contemplated in Article IX (each, a “Liquidation/Sale Event”), such Transfer. In such eventtransaction or proceeding shall in all cases be structured as follows: (i) first, the Selling Shareholder Company shall hold be dissolved and liquidated and the purchase price for such Shares in trust for the Participant, pending acknowledgement in writing common stock of the Transfer REIT Subsidiary shall be distributed to the Members (together with the other assets of the Company, if any) in accordance with the rights and preferences set forth in Section 7.3, and (ii) second, the common stock of the REIT Subsidiary then owned by the Participantselling Member shall be redeemed by the REIT Subsidiary or transferred to the acquiring Member, an Affiliate thereof or a third party (in each case at the applicable price set forth in this Agreement) (collectively, the “Liquidation/Sale Procedure”). Any and all additional administrative fees and expenses (including without limitation fees and expenses of accountants, attorneys and other professionals) incurred by SHR and/or the Company to accommodate the Liquidation/Sale Procedure shall be borne solely by RECO. Upon the consummation of any Liquidation/Sale Event, the selling Member shall provide customary representations, warranties and indemnities with respect to its transfer of Common Stock of the REIT Subsidiary.

Sale Procedures. Each Unitholder that Transfers Units and/or other Equity Securities pursuant to this Section 10.3 will: (ai) In pay its pro rata share of the expenses incurred by the Company in connection with any Drag-Along Sale, or any Tag-Along Sale which such Transfer to the Participant agrees to accept, all Participants shall be obligated, if applicable extent such expenses are incurred for the benefit of the Unitholders and if permitted by law, to vote (or consent in writing, as the case may be, in respect of) all Shares held by them in favour of any Drag-Along Sale or Tag-Along Sale being effected by merger, amalgamation, consolidation, plan of arrangement, share sale, asset sale or other type of business combination requiring shareholder approval and the Participant shall in all other respects support the transaction contemplated are not otherwise paid by the Drag-Along Sale Company or Tag-Along Sale the acquirer (with such communal expenses allocated pro rata among the participating Unitholders according to the closing date value of their respective proceeds from such Transfer (determined without regard to Taxes and shall be obligated personal expenses); provided that (A) expenses incurred in exercising reasonable efforts to take all reasonable actions and to reasonably cooperate in connection with the consummation of an Approved Sale in accordance with Section 10.3(a) will be deemed for the transaction contemplated thereby benefit of all Unitholders and shall execute all documents, including a sale, purchase, amalgamation, reorganization or merger agreement, reasonably requested (B) expenses independently incurred by the Selling Shareholder(s) containing the terms and conditions Unitholders are not expenses of the Drag-Along Approved Sale under this Section 10.3; (ii) join in any indemnification or Tag-Along Saleother obligations that the Company or the holders of a majority of the Class B Units held by EGI agree to provide in connection with such Approved Sale (other than obligations that relate specifically to a particular Unitholder, such as indemnification with respect to representations and warranties given by such Person regarding its title to and ownership of securities); provided, however, that such terms and conditions shall include the following: (iA) any contrary provision in this Agreement notwithstanding, the participating Unitholders will contribute to any joint indemnification liabilities and the escrow of any proceeds therefor severally and not jointly (on a pro rata basis based on each Unitholder’s portion of the aggregate gross consideration (i.e., before the payment of indebtedness, transaction expenses and taxes)) in any indemnification obligations (including escrows, hold back or other similar arrangements to support such indemnity obligations) and (B) each participating Unitholder’s liability thereunder with respect to breaches of representations and warranties from the Participants shall be on a several and not joint basis; and (ii) the maximum liability of each Participant (other than for fraud or intentional misrepresentation as and representations and warranties that relate specifically to ownership or the existence of a liensuch participating Unitholder) under such Drag-Along Sale or Tag-Along Sale transaction shall be is limited to such Unitholder’s pro rata portion of the purchase price received by such Participant. aggregate gross consideration (bi.e., before the payment of indebtedness, transaction expenses and taxes) No Participant shall exercise any rights of appraisal or dissent rights that such Participant may have (whether under applicable law or otherwise) or could potentially have or acquire paid in connection with any Drag-Along Sale or Tag-Along Sale or any proposal that is pursuant to such Transfer; and (iii) promptly take all necessary or reasonably desirable to consummate actions requested by the Drag-Along Sale or Tag-Along Sale. (c) All Transfers holders of Shares, including Shares issuable upon exercise a majority of the Award to the Drag-Along Transferee pursuant to Section 11 or the Tag-Along Transferee pursuant to Section 12Class B Units held by EGI in connection with, shall be consummated contemporaneously on the closing date specified in the Drag-Along Notice or offer of Tag-Along Sale and, if any Participant shall not have taken such steps as are necessary to Transfer Shares and/or exercise the Award to be exercised as provided above in Section 11, in order for the Shares to be so Transferred, such Participant shall be deemed to have appointed each Selling Shareholder as his true and lawful attorney in fact to take all such actions and to sign all such documents as are necessary or, in the reasonable view of the Selling Shareholder, desirable in order to effect expeditiously consummate, such Transfer. In such eventApproved Sale and any related transactions, including executing, acknowledging and delivering transfer agreements, sale agreements, escrow agreements, consents, assignments, customary releases (including general releases, whether relating to the Selling Shareholder shall hold the purchase price for such Shares Company and/or its Affiliates or otherwise), waivers and other documents or instruments which in trust for the Participant, pending acknowledgement each case are in writing same form and substance and no more burdensome than those executed by EGI (provided that no Unitholder other than a Unitholder who is an employee of the Transfer by the ParticipantCompany Group shall be required to execute non-competition, non-solicitation or confidentiality agreements in such Approved Sale).

Sale Procedures. (a) In connection with any Drag-Along Sale, or any EGI will use commercially reasonable efforts to obtain the agreement of the prospective Transferees to the participation of the Unitholders who timely deliver Tag-Along Sale which Notices (the Participant agrees to accept, all Participants shall be obligated, if applicable and if permitted by law, to vote (or consent in writing, as the case may be, in respect of) all Shares held by them in favour of any Drag-Along Sale or “Tag-Along Unitholders”), and EGI will not Transfer any Sale being effected by merger, amalgamation, consolidation, plan Securities to such prospective Transferees if such prospective Transferees decline to allow the participation of arrangement, share sale, asset sale or other type of business combination requiring shareholder approval and the Participant shall in all other respects support the transaction contemplated by the Drag-Along Sale or Tag-Along Sale Unitholders. Each Tag-Along Unitholder will: (i) pay its pro rata share of the expenses incurred by EGI in connection with such Transfer to the extent such expenses are incurred for the benefit of the participating Unitholders and shall be obligated are not otherwise paid by the Company or the acquirer (with such communal expenses allocated pro rata among the participating Unitholders according to the closing date value of their respective proceeds from such Transfer (determined without regard to Taxes and personal expenses); provided that (A) expenses incurred in exercising reasonable efforts to take all reasonable actions and to reasonably cooperate in connection with the consummation of the transaction contemplated thereby proposed Transfer will be deemed for the benefit of all participating Unitholders and shall execute all documents, including a sale, purchase, amalgamation, reorganization or merger agreement, reasonably requested (B) expenses incurred by the Selling Shareholder(s) containing the terms and conditions of the Drag-Along Sale or Tag-Along SaleUnitholders on their own behalf are not communal expenses of the proposed Transfer under this Section 10.2(c); (ii) join in any indemnification or other obligations that EGI agrees to provide in connection with such Transfer (other than obligations that relate specifically to a particular participating Unitholder, such as indemnification with respect to representations and warranties given by such Person regarding its title to and ownership of securities); provided, however, that such terms and conditions shall include the following: (iA) any contrary provision in this Agreement notwithstanding, the participating Unitholders will contribute to any joint indemnification liabilities and the escrow of any proceeds therefor severally and not jointly (on a pro rata basis based on each Unitholder’s portion of the aggregate gross consideration (i.e., before the payment of indebtedness, transaction expenses and taxes)) in any indemnification obligations (including escrows, hold back or other similar arrangements to support such indemnity obligations) and (B) each participating Unitholder’s liability thereunder with respect to breaches of representations and warranties from the Participants shall be on a several and not joint basis; and (ii) the maximum liability of each Participant (other than for fraud or intentional misrepresentation as and representations and warranties that relate specifically to ownership or the existence of a liensuch participating Unitholder) under such Drag-Along Sale or Tag-Along Sale transaction shall be is limited to such Unitholder’s pro rata portion of the purchase price received by such Participant. aggregate gross consideration (bi.e., before the payment of indebtedness, transaction expenses and taxes) No Participant shall exercise any rights of appraisal or dissent rights that such Participant may have (whether under applicable law or otherwise) or could potentially have or acquire paid in connection with any Drag-Along Sale or Tag-Along Sale or any proposal that is pursuant to such Transfer; and (iii) promptly take all necessary or reasonably desirable to consummate the Drag-Along Sale or Tag-Along Sale. (c) All Transfers of Sharesactions requested by EGI in connection with, including Shares issuable upon exercise of the Award to the Drag-Along Transferee pursuant to Section 11 or the Tag-Along Transferee pursuant to Section 12, shall be consummated contemporaneously on the closing date specified in the Drag-Along Notice or offer of Tag-Along Sale and, if any Participant shall not have taken such steps as are necessary to Transfer Shares and/or exercise the Award to be exercised as provided above in Section 11, in order for the Shares to be so Transferred, such Participant shall be deemed to have appointed each Selling Shareholder as his true and lawful attorney in fact to take all such actions and to sign all such documents as are necessary or, in the reasonable view of the Selling Shareholder, desirable in order to effect expeditiously consummate, such Transfer and any related transaction, including executing, acknowledging and delivering transfer agreements, sale agreements, escrow agreements, consents, assignments, customary releases (including general releases, whether relating to the Company and/or its Affiliates or otherwise), waivers and other documents or instruments which in each case are in same form and substance and no more burdensome than those executed by XXX(provided that no participating Unitholder other than a Unitholder who is an employee of the Company Group shall be required to execute non-competition, non-solicitation or confidentiality agreements in such Transfer. In such event, the Selling Shareholder shall hold the purchase price for such Shares in trust for the Participant, pending acknowledgement in writing of the Transfer by the Participant).

Sale Procedures. (a) In connection with any Drag-Along Sale, or any Tag-Along Sale which the Participant agrees to accept, all Participants the Participant shall be obligated, if applicable and if permitted by law, to vote (or consent in writing, as the case may be, in respect of) all Shares held by them him in favour of any Drag-Along Sale or Tag-Along Sale being effected by merger, amalgamation, consolidation, plan of arrangement, share sale, asset sale or other type of business combination requiring shareholder approval and the Participant shall in all other respects support the transaction contemplated by the Drag-Along Sale or Tag-Along Sale and shall be obligated to take all reasonable actions and to reasonably cooperate in the consummation of the transaction contemplated thereby and shall execute all documents, including a sale, purchase, amalgamation, reorganization or merger agreement, reasonably requested by the Selling Shareholder(s) containing the terms and conditions of the Drag-Along Sale or Tag-Along Sale; provided, however, that such terms and conditions shall include the following: (i) any representations and warranties from the Participant and other Participants shall be on a several and not joint basis; and (ii) the maximum liability of each the Participant (other than for fraud or intentional misrepresentation as to ownership or the existence of a lien) under such Drag-Along Sale or Tag-Along Sale transaction shall be limited to the purchase price received by such the Participant. (b) No The Participant shall not exercise any rights of appraisal or dissent rights that such the Participant may have (whether under applicable law or otherwise) or could potentially have or acquire in connection with any Drag-Along Sale or Tag-Along Sale or any proposal that is necessary or desirable to consummate the Drag-Along Sale or Tag-Along Sale. (c) All Transfers of Shares, including Shares issuable upon exercise vesting of the Award to the Drag-Along Transferee pursuant to Section 11 6 or the Tag-Along Transferee pursuant to Section 127, shall be consummated contemporaneously on the closing date specified in the Drag-Along Notice or offer of Tag-Along Sale and, if any the Participant shall not have taken such steps as are necessary to Transfer Shares and/or exercise the Award to be exercised as provided above in Section 116, in order for the Shares to be so Transferred, such the Participant shall be deemed to have appointed each Selling Shareholder as his true and lawful attorney in fact to take all such actions and to sign all such documents as are necessary or, in the reasonable view of the Selling Shareholder, desirable in order to effect such Transfer. In such event, the Selling Shareholder shall hold the purchase price for such Shares in trust for the Participant, pending acknowledgement in writing of the Transfer by the Participant. (d) This Section 8 shall cease to apply immediately following the occurrence of a Roll Up Transaction.

Sale Procedures. (a) In connection with any Drag-Along Sale, or any EGI will use commercially reasonable efforts to obtain the agreement of the prospective Transferees to the participation of the Unitholders who timely deliver Tag-Along Sale which Notices (the Participant agrees to accept, all Participants shall be obligated, if applicable and if permitted by law, to vote (or consent in writing, as the case may be, in respect of) all Shares held by them in favour of any Drag-Along Sale or “Tag-Along Unitholders”), and EGI will not Transfer any Sale being effected by merger, amalgamation, consolidation, plan Securities to such prospective Transferees if such prospective Transferees decline to allow the participation of arrangement, share sale, asset sale or other type of business combination requiring shareholder approval and the Participant shall in all other respects support the transaction contemplated by the Drag-Along Sale or Tag-Along Sale Unitholders. Each Tag-Along Unitholder will: (i) pay its pro rata share of the expenses incurred by EGI in connection with such Transfer to the extent such expenses are incurred for the benefit of the participating Unitholders and shall be obligated are not otherwise paid by the Company or the acquirer (with such communal expenses allocated pro rata among the participating Unitholders according to the closing date value of their respective proceeds from such Transfer (determined without regard to Taxes and personal expenses); provided that (A) expenses incurred in exercising reasonable efforts to take all reasonable actions and to reasonably cooperate in connection with the consummation of the transaction contemplated thereby proposed Transfer will be deemed for the benefit of all participating Unitholders and shall execute all documents, including a sale, purchase, amalgamation, reorganization or merger agreement, reasonably requested (B) expenses incurred by the Selling Shareholder(s) containing the terms and conditions of the Drag-Along Sale or Tag-Along SaleUnitholders on their own behalf are not communal expenses of the proposed Transfer under this Section 10.2(c); (ii) join in any indemnification or other obligations that EGI agrees to provide in connection with such Transfer (other than obligations that relate specifically to a particular participating Unitholder, such as indemnification with respect to representations and warranties given by such Person regarding its title to and ownership of securities); provided, however, that such terms and conditions shall include the following: (iA) any contrary provision in this Agreement notwithstanding, the participating Unitholders will contribute to any joint indemnification liabilities and the escrow of any proceeds therefor severally and not jointly (on a pro rata basis based on each Unitholder’s portion of the aggregate gross consideration (i.e., before the payment of indebtedness, transaction expenses and taxes)) in any indemnification obligations (including escrows, hold back or other similar arrangements to support such indemnity obligations) and (B) each participating Unitholder’s liability thereunder with respect to breaches of representations and warranties from the Participants shall be on a several and not joint basis; and (ii) the maximum liability of each Participant (other than for fraud or intentional misrepresentation as and representations and warranties that relate specifically to ownership or the existence of a liensuch participating Unitholder) under such Drag-Along Sale or Tag-Along Sale transaction shall be is limited to such Unitholder’s pro rata portion of the purchase price received by such Participant. aggregate gross consideration (bi.e., before the payment of indebtedness, transaction expenses and taxes) No Participant shall exercise any rights of appraisal or dissent rights that such Participant may have (whether under applicable law or otherwise) or could potentially have or acquire paid in connection with any Drag-Along Sale or Tag-Along Sale or any proposal that is pursuant to such Transfer; and (iii) promptly take all necessary or reasonably desirable to consummate the Drag-Along Sale or Tag-Along Sale. (c) All Transfers of Sharesactions requested by EGI in connection with, including Shares issuable upon exercise of the Award to the Drag-Along Transferee pursuant to Section 11 or the Tag-Along Transferee pursuant to Section 12, shall be consummated contemporaneously on the closing date specified in the Drag-Along Notice or offer of Tag-Along Sale and, if any Participant shall not have taken such steps as are necessary to Transfer Shares and/or exercise the Award to be exercised as provided above in Section 11, in order for the Shares to be so Transferred, such Participant shall be deemed to have appointed each Selling Shareholder as his true and lawful attorney in fact to take all such actions and to sign all such documents as are necessary or, in the reasonable view of the Selling Shareholder, desirable in order to effect expeditiously consummate, such Transfer and any related transaction, including executing, acknowledging and delivering transfer agreements, sale agreements, escrow agreements, consents, assignments, customary releases (including general releases, whether relating to the Company and/or its Affiliates or otherwise), waivers and other documents or instruments which in each case are in same form and substance and no more burdensome than those executed by EGI(provided that no participating Unitholder other than a Unitholder who is an employee of the Company Group shall be required to execute non-competition, non-solicitation or confidentiality agreements in such Transfer. In such event, the Selling Shareholder shall hold the purchase price for such Shares in trust for the Participant, pending acknowledgement in writing of the Transfer by the Participant).