Common use of Lessor’s Option to Terminate Lease Clause in Contracts

Lessor’s Option to Terminate Lease. In the event Lessor enters into a bona fide contract to sell the Leased Property to a non-Affiliate, there is a Change of Control of Lessor, or the provisions of the Code are amended to permit Lessor to operate hotels or otherwise render the structure embodied by this Lease to be obsolete, Lessor may terminate the Lease by giving not less than thirty (30) days’ prior Notice to Lessee of Lessor’s election to terminate the Lease effective upon, as appropriate, the closing under such contract, the date of such Change of Control, or the effective date of such amendment to the Code (or any other specified date within 30 days after such date) (the “Optional Termination Date”). Effective upon the Optional Termination Date, this Lease shall terminate and be of no further force and effect except as to any obligations of the parties existing as of such date that survive termination of this Lease. As compensation for the early termination of its leasehold estate under this Section 2.2, Lessor shall within 12 months of the Optional Termination Date either (a) pay to Lessee the fair market value of Lessee’s leasehold estate hereunder plus interest thereon at the Base Rate as of the Optional Termination Date or (b) offer to lease to Lessee one or more substitute hotel facilities pursuant to one or more leases that would create for Lessee leasehold estates that have an aggregate fair market value of no less than the fair market value of the original leasehold estate, both such values as determined as of the Optional Termination Date. Lessor also shall pay to Lessee, or reimburse Lessee for any assignment fees, termination fees or other liabilities arising under the Franchise Agreement or Management Agreement solely as a result of the assignment or termination of such Franchise Agreement or Management Agreement in connection with the termination of this Lease under this Section 2.2. If Lessor elects and complies with the option described in (b) above, regardless of whether Lessee enters into the lease(s) described therein, Lessor shall have no further obligations to Lessee with respect to compensation for the early termination of this Lease. In the event Lessor and Lessee are unable to agree upon the fair market value of an original or replacement leasehold estate, it shall be determined by appraisal using the appraisal procedure set forth in Article 24. For the purposes of this Article, fair market value of the leasehold estate means, as applicable, an amount equal to the price that a willing buyer not compelled to buy would pay a willing seller not compelled to sell for Lessee’s leasehold estate under this Lease or an offered replacement leasehold estate, taking into account that the leasehold estate is encumbered by the Franchise Agreement and an arm’s-length Management Agreement.

Lessor’s Option to Terminate Lease. In the event Lessor enters into a bona fide contract to sell the Leased Property to a non-Affiliate, there is a Change of Control of Lessor, or the provisions of the Code are amended to permit Lessor to operate hotels or otherwise render the structure embodied by this Lease to be obsolete, Lessor may terminate the Lease by giving not less than thirty (30) days’ 30 days prior Notice to Lessee of Lessor’s election to terminate the Lease effective upon, as appropriate, upon the closing under such contract, contract or Lessor may convey the date of such Change of Control, or the effective date of such amendment Lease pursuant to the Code (or any other specified date within 30 days after such date) (the “Optional Termination Date”)Article XXX. Effective upon the Optional Termination Datesuch closing, this Lease shall terminate and be of no further force and effect except as to any obligations of the parties existing as of such date that survive termination of this Lease. As compensation for the early termination of its leasehold estate under this Section 2.2Article XXVIII, Lessor shall within 12 six months of the Optional Termination Date such closing either (a) pay to Lessee the fair market value of the Lessee’s leasehold estate hereunder plus interest thereon at as the Base Rate as of the Optional Lease Termination Date Payment or (b) offer to lease to Lessee one or more substitute hotel facilities pursuant to one or more leases that would create for the Lessee leasehold estates that have an aggregate fair market value of no less than the fair market value of Lessee’s leasehold estate hereunder, with the original fair market value of Lessee’s leasehold estate, both such values as estate hereunder determined as of the Optional Termination Date. Lessor also shall pay to Lessee, or reimburse Lessee for any assignment fees, termination fees or other liabilities arising under the Franchise Agreement or Management Agreement solely as a result closing of the assignment or termination sale of such Franchise Agreement or Management Agreement in connection with the termination of this Lease under this Section 2.2Property. If Lessor elects and complies with the option described in (b) above, regardless of whether Lessee enters into the lease(s) described therein, Lessor shall have no further obligations to Lessee with respect to compensation for the early termination of this Lease. In the event Lessor and Lessee are unable to agree upon the fair market value of an original or replacement leasehold estateestate within 30 days, it shall be determined by appraisal using the appraisal procedure set forth in Article 24XXXIII. For the purposes of this ArticleSection, fair market value of the leasehold estate means, as applicable, an amount equal to the price that a willing buyer not compelled to buy would pay a willing seller not compelled to sell for Lessee’s leasehold estate under this Lease or an offered replacement leasehold estate, taking into account that the leasehold estate is encumbered by the Franchise Agreement and an arm’s-length Management Agreement.

Lessor’s Option to Terminate Lease. In the event Lessor enters into a ---------------------------------- bona fide contract to sell the Leased Property to a non-Affiliate, there is a Change of Control of Lessor, or the provisions of the Code are amended to permit Lessor to operate hotels or otherwise render the structure embodied by this Lease to be obsolete, Lessor may terminate the Lease by giving not less than thirty (30) days’ ' prior Notice to Lessee of Lessor’s 's election to terminate the Lease effective upon, as appropriate, the closing under such contract, the date of such Change of Control, or the effective date of such amendment to the Code (or any other specified date within 30 days after such date) (the “"Optional Termination Date”"). Effective upon the Optional Termination Date, this Lease shall terminate and be of no further force and effect except as to any obligations of the parties existing as of such date that survive termination of this Lease. As compensation for the early termination of its leasehold estate under this Section 2.2, Lessor shall within 12 months of the Optional Termination Date either (a) pay to Lessee the fair market value of Lessee’s 's leasehold estate hereunder plus interest thereon at the Base Rate as of the Optional Termination Date or (b) offer to lease to Lessee one or more substitute hotel facilities pursuant to one or more leases that would create for Lessee leasehold estates that have an aggregate fair market value of no less than the fair market value of the original leasehold estate, both such values as determined as of the Optional Termination Date. Lessor also shall pay to Lessee, or reimburse Lessee for any assignment fees, termination fees or other liabilities arising under the Franchise Agreement or Management Agreement solely as a result of the assignment or termination of such Franchise Agreement or Management Agreement in connection with the termination of this Lease under this Section 2.2. If Lessor elects and complies with the option described in (b) above, regardless of whether Lessee enters into the lease(s) described therein, Lessor shall have no further obligations to Lessee with respect to compensation for the early termination of this Lease. In the event Lessor and Lessee are unable to agree upon the fair market value of an original or replacement leasehold estate, it shall be determined by appraisal using the appraisal procedure set forth in Article 24. For the purposes of this Article, fair market value of the leasehold estate means, as applicable, an amount equal to the price that a willing buyer not compelled to buy would pay a willing seller not compelled to sell for Lessee’s 's leasehold estate under this Lease or an offered replacement leasehold estate, taking into account that the leasehold estate is encumbered by the Franchise Agreement and an arm’sarm's-length Management Agreement.

Lessor’s Option to Terminate Lease. In the event Lessor enters into a bona fide contract to sell the Leased Property to a non-Affiliate, there is a Change of Control of Lessor, or the provisions of the Code are amended to permit Lessor to operate hotels or otherwise render the structure embodied by this Lease to be obsolete, Lessor may terminate the Lease by giving not less than thirty (30) days’ ' prior Notice to Lessee of Lessor’s 's election to terminate the Lease effective upon, as appropriate, the closing under such contract, the date of such Change of Control, or the effective date of such amendment to the Code (or any other specified date within 30 days after such date) (the “"Optional Termination Date”"). Effective upon the Optional Termination Date, this Lease shall terminate and be of no further force and effect except as to any obligations of the parties existing as of such date that survive termination of this Lease. As compensation for the early termination of its leasehold estate under this Section 2.2, Lessor shall within 12 months of the Optional Termination Date either (a) pay to Lessee the fair market value of Lessee’s 's leasehold estate hereunder plus interest thereon at the Base Rate as of the Optional Termination Date or (b) offer to lease to Lessee one or more substitute hotel facilities pursuant to one or more leases that would create for Lessee leasehold estates that have an aggregate fair market value of no less than the fair market value of the original leasehold estate, both such values as determined as of the Optional Termination Date. Lessor also shall pay to Lessee, or reimburse Lessee for any assignment fees, termination fees or other liabilities arising under the Franchise Agreement or Management Agreement solely as a result of the assignment or termination of such Franchise Agreement or Management Agreement in connection with the termination of this Lease under this Section 2.2. If Lessor elects and complies with the option described in (b) above, regardless of whether Lessee enters into the lease(s) described therein, Lessor shall have no further obligations to Lessee with respect to compensation for the early termination of this Lease. In the event Lessor and Lessee are unable to agree upon the fair market value of an original or replacement leasehold estate, it shall be determined by appraisal using the appraisal procedure set forth in Article 24. For the purposes of this Article, fair market value of the leasehold estate means, as applicable, an amount equal to the price that a willing buyer not compelled to buy would pay a willing seller not compelled to sell for Lessee’s 's leasehold estate under this Lease or an offered replacement leasehold estate, taking into account that the leasehold estate is encumbered by the Franchise Agreement and an arm’sarm's-length Management Agreement.

Lessor’s Option to Terminate Lease. In the event Lessor enters into a bona fide contract to sell the Leased Property to a non-Affiliate, there is a Change of Control of Lessor, or the provisions of the Code are amended to permit Lessor to operate hotels or otherwise render the structure embodied by this Lease to be obsolete, Lessor may terminate the Lease by giving not less than thirty (30) days’ 30 days prior Notice to Lessee of Lessor’s 's election to terminate the Lease effective upon, as appropriate, upon the closing under such contract, contract or Lessor may convey the date of such Change of Control, or the effective date of such amendment Lease pursuant to the Code (or any other specified date within 30 days after such date) (the “Optional Termination Date”)Article XXX. Effective upon the Optional Termination Datesuch closing, this Lease shall terminate and be of no further force and effect except as to any obligations of the parties existing as of such date that survive termination of this Lease. As compensation for the early termination of its leasehold estate under this Section 2.2Article XXVIII, Lessor shall within 12 six months of the Optional Termination Date such closing either (a) pay to Lessee the fair market value of the Lessee’s 's leasehold estate hereunder plus interest thereon at as the Base Rate as of the Optional Lease Termination Date Payment or (b) offer to lease to Lessee one or more substitute hotel facilities pursuant to one or more leases that would create for the Lessee leasehold estates that have an aggregate fair market value of no less than the fair market value of Lessee's leasehold estate hereunder, with the original fair market value of Lessee's leasehold estate, both such values as estate hereunder determined as of the Optional Termination Date. Lessor also shall pay to Lessee, or reimburse Lessee for any assignment fees, termination fees or other liabilities arising under the Franchise Agreement or Management Agreement solely as a result closing of the assignment or termination sale of such Franchise Agreement or Management Agreement in connection with the termination of this Lease under this Section 2.2Property. If Lessor elects and complies with the option described in (b) above, regardless of whether Lessee enters into the lease(s) described therein, Lessor shall have no further obligations to Lessee with respect to compensation for the early termination of this Lease. In the event Lessor and Lessee are unable to agree upon the fair market value of an original or replacement leasehold estateestate within 30 days, it shall be determined by appraisal using the appraisal procedure set forth in Article 24XXXIII. For the purposes of this ArticleSection, fair market value of the leasehold estate means, as applicable, an amount equal to the price that a willing buyer not compelled to buy would pay a willing seller not compelled to sell for Lessee’s 's leasehold estate under this Lease or an offered replacement leasehold estate, taking into account that the leasehold estate is encumbered by the Franchise Agreement and an arm’s-length Management Agreement.

Lessor’s Option to Terminate Lease. In the event Lessor enters into a bona fide contract to sell the Leased Property to a non-Affiliate, there is a Change of Control of Lessor, or the provisions of the Code are amended to permit Lessor to operate hotels or otherwise render the structure embodied by this Lease to be obsoleteProperty, Lessor may terminate the Lease by giving not less than thirty (30) days’ prior shall immediately provide Lessee with Notice to of such contract, in which event Lessee of Lessor’s election shall be permitted to terminate the Lease effective upon, as appropriate, upon the closing under such contract, the date of such Change of Control, or the effective date of such amendment to the Code (or any other specified date within 30 days after such date) (the “Optional Termination Date”)thereof. Effective upon the Optional Termination Datesuch closing, this Lease shall terminate and be of no further force and effect except as to any obligations of the parties existing as of such date that survive termination of this Lease. As compensation for the early termination of its leasehold estate under this Section 2.2Article XLIII, Lessor shall within 12 months 90 days of the Optional Termination Date such closing either (a) pay to Lessee in cash the fair market value of Lessee’s 's leasehold estate hereunder plus interest thereon at the Base Rate as of the Optional Termination Date closing of the sale of the Leased Property or (b) offer to lease to Lessee one or more substitute hotel facilities pursuant to one or more leases that would create for the Lessee leasehold estates that have an aggregate fair market value of no less than the fair market value of the original leasehold estate, both such values as determined as of the Optional Termination Date. Lessor also shall pay to Lessee, or reimburse Lessee for any assignment fees, termination fees or other liabilities arising under the Franchise Agreement or Management Agreement solely as a result closing of the assignment or termination sale of such Franchise Agreement or Management Agreement in connection with the termination of this Lease under this Section 2.2Leased Property. If Lessor elects and complies with the option described in (b) above, regardless of whether Lessee enters into the lease(s) described therein, Lessor shall have no further obligations to Lessee with respect to compensation for the early termination of this Lease. In the event Lessor and Lessee are unable to agree upon the fair market value of an original or replacement leasehold estate, it shall be determined by appraisal using the appraisal procedure set forth in Article 24XXXIII. For the purposes of this ArticleSection, fair market value of the leasehold estate means, as applicable, an amount equal to the price that a willing buyer not compelled to buy would pay a willing seller not compelled to sell for Lessee’s 's leasehold estate under this Lease or an offered replacement leasehold estate, taking into account that the leasehold estate is encumbered by the Franchise Agreement and an arm’s-length Management Agreement.

Lessor’s Option to Terminate Lease. In the event Lessor enters into a bona fide contract to sell the any Leased Property to a non-Affiliate, there is a Change of Control Affiliate of Lessor, or the provisions of the Code are amended to permit Lessor to operate hotels or otherwise render the structure embodied by this Lease to be obsolete, Lessor may terminate the Lease with respect to such Leased Property by giving not less than thirty (30) 30 days’ ' prior Notice to Lessee of Lessor’s 's election to terminate the this Lease effective upon, as appropriate, upon the closing under such contract, the date of such Change of Control, or the effective date of such amendment to the Code (or any other specified date within 30 days after such date) (the “Optional Termination Date”). Effective upon the Optional Termination Datesuch closing, this Lease shall terminate as to such Leased Property and be of no further force and effect except as to any obligations of the parties existing as of such date that survive termination of this Lease; provided, however, that the termination of this Lease with respect to such Leased Property shall not affect the effectiveness of this Lease with respect to all of the other Leased Property. As In the event that during any period of 12 consecutive months within the first five years of the Term, this Lease shall be terminated pursuant to this Article XXXVI as to Leased Properties representing an aggregate of 25% of the total Rooms of all Leased Property at the beginning of such period, Lessor shall, as compensation for the early termination of its leasehold estate under this Section 2.2Article XXXVI, Lessor shall within 12 months 90 days of the Optional Termination Date such closing, either (a) pay to Lessee an amount equal to the fair market value Fair Market Value of Lessee’s 's leasehold estate in such Leased Property so terminated hereunder plus interest thereon at the Base Rate as of the Optional Termination Date closing of the sale of the Leased Property or (b) offer to lease to Lessee one or more substitute hotel facilities pursuant to one or more leases that would create for the Lessee leasehold estates that have an aggregate fair market value Fair Market Value of no less than 85% of the fair market value Fair Market Value of the original leasehold estate, both such values as determined as of the Optional Termination Date. Lessor also shall pay to Lessee, or reimburse Lessee for any assignment fees, termination fees or other liabilities arising under the Franchise Agreement or Management Agreement solely as a result closing of the assignment or termination sale of such Franchise Agreement or Management Agreement in connection with the termination of this Lease under this Section 2.2. If Lessor elects and complies with the option described in (b) above, regardless of whether Lessee enters into the lease(s) described therein, Lessor shall have no further obligations to Lessee with respect to compensation for the early termination of this LeaseLeased Property. In the event Lessor and Lessee are unable to agree upon the fair market value Fair Market Value of an original or replacement leasehold estate, it Lessee shall be determined by appraisal using the appraisal procedure set forth in Article 24. For the purposes of this Article, fair market value provide to Lessor a Notice of the leasehold estate means, name of a person selected to act as applicable, an amount equal to the price that a willing buyer not compelled to buy would pay a willing seller not compelled to sell for Lessee’s leasehold estate under this Lease or an offered replacement leasehold estate, taking into account that the leasehold estate is encumbered by the Franchise Agreement and an arm’s-length Management Agreementappraiser on its behalf.

Lessor’s Option to Terminate Lease. In the event Lessor enters into a bona fide contract to sell the Leased Property to a non-Affiliate, there is a Change of Control of Lessor, or the provisions of the Code are amended to permit Lessor to operate hotels or otherwise render the structure embodied by this Lease to be obsolete, Lessor may terminate the Lease by giving not less than thirty (30) days’ ' prior Notice to Lessee of Lessor’s 's election to terminate the Lease effective upon, as appropriate, upon the closing under such contract, the date of such Change of Control, or the effective date of such amendment to the Code (or any other specified date within 30 days after such date) (the “Optional Termination Date”). Effective upon the Optional Termination Datesuch closing, this Lease shall terminate and be of no further force and effect except as to any obligations of the parties existing as of such date that survive termination of this Lease. As compensation for the early termination of its leasehold 163 estate under this Section 2.2Article XXXVIII, Lessor shall within 12 months of the Optional Termination Date at or before such closing either (a) pay to Lessee the fair market value of Lessee’s 's leasehold estate hereunder plus interest thereon at the Base Rate as of the Optional Termination Date closing of the sale of the Leased Property or (b) offer to lease to Lessee one or more substitute hotel facilities pursuant to one or more leases that would create for Lessee leasehold estates that have an aggregate fair market value of no less than the fair market value of the original leasehold estate, both such values as determined as of the Optional Termination Dateclosing of the sale of the Leased Property. Lessor also shall pay to Lessee, or reimburse Lessee for for, (i) any assignment fees, termination fees or other liabilities arising under the Franchise Agreement or Management Agreement solely as a result of the assignment or termination of such Franchise Agreement or Management Agreement in connection with the Lessor's sale of the Hotel and termination of this Lease and (ii) any termination fees payable by Lessee under any Restaurant sublease solely as a result of the termination thereof in connection with the Lessor's sale of the Hotel and termination of this Section 2.2Lease. If Lessor elects and complies with the option described in (b) above, regardless of whether Lessee enters into the lease(s) described therein, Lessor shall have no further obligations to Lessee with respect to compensation for the early termination of this Lease. In the event Lessor and Lessee are unable to agree upon the fair market value of an original or replacement leasehold estate, it shall be determined by appraisal using the appraisal procedure set forth in Article 24XXXIII. For the purposes of this Article, fair market value of the leasehold estate means, as applicable, an amount equal to the price that a willing buyer not compelled to buy would pay a willing seller not compelled to sell for Lessee’s 's leasehold estate under this Lease or an offered replacement leasehold estate, taking into account that . The rights and obligations of the leasehold estate is encumbered by parties hereto are expressly subject to their respective obligations under the Franchise Management Agreement and an arm’s-length Management the Purchase and Sale Agreement.

Lessor’s Option to Terminate Lease. In the event Lessor enters into a bona fide contract to sell the Leased Property to a non-Affiliate, there is a Change of Control of Lessor, or the provisions of the Code are amended to permit Lessor to operate hotels or otherwise render the structure embodied by this Lease to be obsolete, Lessor may terminate the Lease by giving not less than thirty (30) days’ 30 days prior Notice to Lessee of Lessor’s 's election to terminate the Lease effective upon, as appropriate, upon the closing under such contract, contract or Lessor may convey the date of such Change of Control, or the effective date of such amendment Lease pursuant to the Code (or any other specified date within 30 days after such date) (the “Optional Termination Date”)Article XXX. Effective upon the Optional Termination Datesuch closing, this Lease shall terminate and be of no further force and effect except as to any obligations of the parties existing as of such date that survive termination of this Lease. As compensation for the early termination of its leasehold estate under this Section 2.2Article , Lessor shall within 12 six months of the Optional Termination Date such closing either (a) pay to Lessee the fair market value of Lessee’s 's leasehold estate hereunder plus interest thereon at the Base Rate as of the Optional Termination Date or (b) offer to lease to Lessee one or more substitute hotel facilities pursuant to one or more leases that would create for the Lessee leasehold estates that have an aggregate fair market value of no less than the fair market value of Lessee's leasehold estate hereunder, with the original fair market value of Lessee's leasehold estate, both such values as estate hereunder determined as of the Optional Termination Date. Lessor also shall pay to Lessee, or reimburse Lessee for any assignment fees, termination fees or other liabilities arising under the Franchise Agreement or Management Agreement solely as a result closing of the assignment or termination sale of such Franchise Agreement or Management Agreement in connection with the termination of this Lease under this Section 2.2Leased Property. If Lessor elects and complies with the option described in (b) above, regardless of whether Lessee enters into the lease(s) described therein, Lessor shall have no further obligations to Lessee with respect to compensation for the early termination of this Lease. In the event Lessor and Lessee are unable to agree upon the fair market value of an original or replacement leasehold estateestate within 30 days, it shall be determined by appraisal using the appraisal procedure set forth in Article 24. For the purposes of this ArticleSection, fair market value of the leasehold estate means, as applicable, an amount equal to the price that a willing buyer not compelled to buy would pay a willing seller not compelled to sell for Lessee’s 's leasehold estate under this Lease or an offered replacement leasehold estate, taking into account that the leasehold estate is encumbered by the Franchise Agreement and an arm’s-length Management Agreement.

Lessor’s Option to Terminate Lease. In the event Lessor enters into a bona fide contract to sell the Leased Property to a non-Affiliate, there is a Change of Control of Lessor, or the provisions of the Code are amended to permit Lessor to operate hotels or otherwise render the structure embodied by this Lease to be obsolete, Lessor may terminate the Lease by giving not less than thirty (30) days’ ' prior Notice to Lessee of Lessor’s 's election to terminate the Lease effective upon, as appropriate, upon the closing under such contract, the date of such Change of Control, or the effective date of such amendment to the Code (or any other specified date within 30 days after such date) (the “Optional Termination Date”). Effective upon the Optional Termination Datesuch closing, this Lease shall terminate and be of no further force and effect except as to any obligations of the parties existing as of such date that survive termination of this Lease. As compensation for the early termination of its leasehold estate under this Section 2.2Article XXXVIII, Lessor shall within 12 months of the Optional Termination Date at or before such closing either (a) pay to Lessee the fair market value of Lessee’s 's leasehold estate hereunder plus interest thereon at the Base Rate as of the Optional Termination Date closing of the sale of the Leased Property or (b) offer to lease to Lessee one or more substitute hotel facilities pursuant to one or more leases that would create for Lessee leasehold estates that have an aggregate fair market value of no less than the fair market value of the original leasehold estate, both such values as determined as of the Optional Termination Dateclosing of the sale of the Leased Property. Lessor also shall pay to Lessee, or reimburse Lessee for for, (i) any assignment fees, termination fees or other liabilities arising under the Franchise Agreement or Management Agreement solely as a result of the assignment or termination of such Franchise Agreement or Management Agreement in connection with the Lessor's sale of the Hotel and termination of this Lease and (ii) any termination fees payable by Lessee under any Restaurant sublease solely as a result of the termination thereof in connection with the Lessor's sale of the Hotel and termination of this Section 2.2Lease. If Lessor elects and complies with the option described in (b) above, regardless of whether Lessee enters into the lease(s) described therein, Lessor shall have no further obligations to Lessee with respect to compensation for the early termination of this Lease. In the event Lessor and Lessee are unable to agree upon the fair market value of an original or replacement leasehold estate, it shall be determined by appraisal using the appraisal procedure set forth in Article 24XXXIII. For the purposes of this Article, fair market value of the leasehold estate means, as applicable, an amount equal to the price that a willing buyer not compelled to buy would pay a willing seller not compelled to sell for Lessee’s 's leasehold estate under this Lease or an offered replacement leasehold estate, taking into account that . The rights and obligations of the leasehold estate is encumbered by parties hereto are expressly subject to their respective obligations under the Franchise Management Agreement and an arm’s-length Management the Purchase and Sale Agreement.

Lessor’s Option to Terminate Lease. In the event Lessor enters into a ----------------------------------- bona fide contract to sell the Leased Property to a non-Affiliate, there is a Change of Control of Lessor, or the provisions of the Code are amended to permit Lessor to operate hotels or otherwise render the structure embodied by this Lease to be obsolete, Lessor may terminate the Lease by giving not less than thirty (30) days’ ' prior Notice to Lessee of Lessor’s 's election to terminate the Lease effective upon, as appropriate, the closing under such contract, the date of such Change of Control, or the effective date of such amendment to the Code (or any other specified date within 30 days after such date) (the “"Optional Termination Date”"). Effective upon the Optional Termination Date, this Lease shall terminate and be of no further force and effect except as to any obligations of the parties existing as of such date that survive termination of this Lease. As compensation for the early termination of its leasehold estate under this Section 2.2, Lessor shall within 12 months of the Optional Termination Date either (a) pay to Lessee the fair market value of Lessee’s 's leasehold estate hereunder plus interest thereon at the Base Rate as of the Optional Termination Date or (b) offer to lease to Lessee one or more substitute hotel facilities pursuant to one or more leases that would create for Lessee leasehold estates that have an aggregate fair market value of no less than the fair market value of the original leasehold estate, both such values as determined as of the Optional Termination Date. Lessor also shall pay to Lessee, or reimburse Lessee for any assignment fees, termination fees or other liabilities arising under the Franchise Agreement or Management Agreement solely as a result of the assignment or termination of such Franchise Agreement or Management Agreement in connection with the termination of this Lease under this Section 2.2. If Lessor elects and complies with the option described in (b) above, regardless of whether Lessee enters into the lease(s) described therein, Lessor shall have no further obligations to Lessee with respect to compensation for the early termination of this Lease. In the event Lessor and Lessee are unable to agree upon the fair market value of an original or replacement leasehold estate, it shall be determined by appraisal using the appraisal procedure set forth in Article 24. For the purposes of this Article, fair market value of the leasehold estate means, as applicable, an amount equal to the price that a willing buyer not compelled to buy would pay a willing seller not compelled to sell for Lessee’s 's leasehold estate under this Lease or an offered replacement leasehold estate, taking into account that the leasehold estate is encumbered by the Franchise Agreement and an arm’sarm's-length Management Agreement.

Lessor’s Option to Terminate Lease. In the event Lessor enters into a bona fide contract to sell the Leased Property to a non-Affiliate, there is a Change of Control of Lessor, or the provisions of the Code are amended to permit Lessor to operate hotels or otherwise render the structure embodied by this Lease to be obsolete, Lessor may terminate the Lease as to any Leased Property prior to the Expiration Date by giving to Lessee not less than thirty (30) days’ days prior Notice to Lessee of Lessor’s 's election to terminate the Lease effective upon, as appropriate, the closing under such contract, the date of such Change of Control, or the effective date of such amendment to the Code (or any other specified date within 30 days after such date) (the “Optional Termination Date”)this Lease. Effective upon the Optional Termination Datetermination date set forth in the Notice, this Lease shall terminate and be of no further force and effect except as to any obligations of the parties existing as of such date that survive termination of this Lease. As compensation for the early termination of its Lessee's leasehold estate under this Section 2.2Article XXXVIII, Lessor shall shall, within 12 months of 180 days following the Optional Termination Date termination date, either (a) pay to Lessee the fair market value of Lessee’s leasehold estate hereunder plus interest thereon at the Base Rate amount determined pursuant to Exhibit "E" attached hereto as of the Optional Termination Date termination date of the Lease with respect to the Leased Property or (b) within one year following the termination date offer to lease to Lessee one or more substitute hotel facilities pursuant to one or more leases that would create for the Lessee leasehold estates that have an aggregate fair market value Fair Market Value of no less than the fair market value Fair Market Value of the original leasehold estateestate for the Leased Property being terminated hereunder, both such values as determined as of the Optional Termination Date. termination date of the Lease; provided, however, that in the event Lessor also shall does not pay to LesseeLessee the termination amount or offer to lease to Lessee substitute hotel facilities which meet the requirements described above within 180 days following the termination date, or reimburse Lessee Lessor may extend the 180 day period for any assignment fees, termination fees or other liabilities arising under an additional 185 days and interest on the Franchise Agreement or Management Agreement solely as a result amount of the assignment or termination of such Franchise Agreement or Management Agreement in connection with payment determined pursuant to Exhibit "E" shall accrue at the Base Rate from the 181st day following the termination date until the date of payment or offer of a substitute lease and the amount of any accrued interest shall be added to the termination payment determined pursuant to Exhibit "E" or shall be included in the computation of the Fair Market Value of the leasehold estate for purposes of this Lease under this Section 2.2Article XXXVIII. If Lessor elects and complies with the option described in (b) above, regardless of whether Lessee enters into the lease(s) described therein, Lessor shall have no further obligations to Lessee with respect to compensation for the early termination of this the Lease. In the event Lessor and Lessee are unable to agree upon the fair market value of an original or replacement leasehold estate, it shall be determined by appraisal using the appraisal procedure set forth in Article 24. For the purposes of this Article, fair market value of the leasehold estate means, as applicable, an amount equal to the price that a willing buyer not compelled to buy would pay a willing seller not compelled to sell for Lessee’s leasehold estate under this Lease or an offered replacement leasehold estate, taking into account that the leasehold estate is encumbered by the Franchise Agreement and an arm’s-length Management AgreementXXXIII.

Lessor’s Option to Terminate Lease. In the event Lessor enters into a bona fide contract to sell the Leased Property to a non-Affiliate, there is a Change of Control of Lessor, or the provisions of the Code are amended to permit Lessor to operate hotels or otherwise render the structure embodied by this Lease to be obsolete, Lessor may terminate the Lease by giving not less than thirty (30) days’ ' prior Notice to Lessee of Lessor’s 's election to terminate the Lease effective upon, as appropriate, the closing under such contract, the date of such Change of Control, or the effective date of such amendment to the Code (or any other specified date within 30 days after such date) (the “"Optional Termination Date”"). Effective upon the Optional Termination Date, this Lease shall terminate and be of no further force and effect except as to any obligations of the parties existing as of such date that survive termination of this Lease. As compensation for the early termination of its leasehold estate under this Section 2.2, Lessor shall within 12 months of the Optional Termination Date either (a) pay to Lessee the fair market value of Lessee’s 's leasehold estate hereunder plus interest thereon at the Base Rate as of the Optional Termination Date or (b) offer to lease to Lessee one or more substitute hotel facilities pursuant to one or more leases that would create for Lessee leasehold estates that have an aggregate fair market value of no less than the fair market value of the original leasehold estate, both such values as determined as of the Optional Termination Date. Lessor also shall pay to Lessee, or reimburse Lessee for any assignment fees, termination fees or other liabilities arising under the Franchise Agreement or Management Agreement solely as a result of the assignment or termination of such Franchise Agreement or Management Agreement in connection with the termination of this Lease under this Section 2.2. If Lessor elects and complies with the option described in (b) above, regardless of whether Lessee enters into the lease(s) described therein, Lessor shall have no further obligations to Lessee with respect to compensation for the early termination of this Lease. In the event Lessor and Lessee are unable to agree upon the fair market value of an original or replacement leasehold estate, it shall be determined by appraisal using the appraisal procedure set forth in Article 24. For the purposes of this Article, fair market value of the leasehold estate means, as applicable, an amount equal to the price that a willing buyer not compelled to buy would pay a willing seller not compelled to sell for Lessee’s leasehold estate under this Lease or an offered replacement leasehold estate, taking into account that the leasehold estate is encumbered by the Franchise Agreement and an arm’s-length Management Agreement.Franchise

Lessor’s Option to Terminate Lease. In the event Lessor enters into a bona fide contract to sell the Leased Property to a non-Affiliate, there is a Change of Control of Lessor, or the provisions of the Code are amended to permit Lessor to operate hotels or otherwise render the structure embodied by this Lease to be obsolete, Lessor may terminate the Lease as to any Leased Property prior to the Expiration Date by giving to Lessee not less than thirty (30) days’ days prior Notice to Lessee of Lessor’s election to terminate the Lease effective upon, as appropriate, the closing under such contract, the date of such Change of Control, or the effective date of such amendment to the Code (or any other specified date within 30 days after such date) (the “Optional Termination Date”)this Lease. Effective upon the Optional Termination Datetermination date set forth in the Notice, this Lease shall terminate and be of no further force and effect except as to any obligations of the parties existing as of such date that survive termination of this Lease. As compensation for the early termination of its Lessee’s leasehold estate under this Section 2.2Article 37, Lessor shall shall, within 12 months of one hundred eighty (180) days following the Optional Termination Date termination date, either (a) pay to Lessee the fair market value Fair Market Value of Lessee’s leasehold estate hereunder plus interest thereon at the Base Rate as of the Optional Termination Date termination date of the Lease with respect to the Leased Property or (b) within one (1) year following the termination date offer to lease to Lessee one or more substitute hotel facilities pursuant to one or more leases that would create for the Lessee leasehold estates that have an aggregate fair market value Fair Market Value of no less than the fair market value Fair Market Value of the original leasehold estateestate for the Leased Property being terminated hereunder, both such values as determined as of the Optional Termination Date. termination date of the Lease; provided, however, that in the event Lessor also shall does not pay to LesseeLessee the termination amount or offer to lease to Lessee substitute hotel facilities which meet the requirements described above within one hundred eighty (180) days following the termination date, or reimburse Lessee Lessor may extend the one hundred eighty (180) day period for any assignment fees, termination fees or other liabilities arising under an additional one hundred eighty-five (185) days and interest on the Franchise Agreement or Management Agreement solely as a result amount of the assignment or termination of such Franchise Agreement or Management Agreement in connection with payment shall accrue at the Base Rate from the one hundred eighty first (181st) day following the termination date until the date of payment or offer of a substitute lease and the amount of any accrued interest shall be included in the computation of the Fair Market Value of the leasehold estate for purposes of this Lease under this Section 2.2Article 37. If Lessor elects and complies with the option described in (b) above, regardless of whether Lessee enters into the lease(s) described therein, Lessor shall have no further obligations to Lessee with respect to compensation for the early termination of this the Lease. In the event Lessor and Lessee are unable to agree upon the fair market value of an original or replacement leasehold estate, it shall be determined by appraisal using the appraisal procedure set forth in Article 24. For the purposes of this Article, fair market value of the leasehold estate means, as applicable, an amount equal to the price that a willing buyer not compelled to buy would pay a willing seller not compelled to sell for Lessee’s leasehold estate under this Lease or an offered replacement leasehold estate, taking into account that the leasehold estate is encumbered by the Franchise Agreement and an arm’s-length Management Agreement32.

Lessor’s Option to Terminate Lease. In the event Lessor enters into a bona fide contract to sell the Leased Property to a non-Affiliate, there is a Change of Control of Lessor, or the provisions of the Code are amended to permit Lessor to operate hotels or otherwise render the structure embodied by this Lease to be obsolete, Lessor may terminate the Lease by giving not less than thirty (30) days’ 30 days prior Notice to Lessee of Lessor’s 's election to terminate the Lease effective upon, as appropriate, upon the closing under such contract, contract or Lessor may convey the date of such Change of Control, or the effective date of such amendment Lease pursuant to the Code (or any other specified date within 30 days after such date) (the “Optional Termination Date”)Article XXX. Effective upon the Optional Termination Datesuch closing, this Lease shall terminate and be of no further force and effect except as to any obligations of the parties existing as of such date that survive termination of this Lease. As compensation for the early termination of its leasehold estate under this Section 2.2Article XXXVIII, Lessor shall within 12 six months of the Optional Termination Date such closing either (a) pay to Lessee the fair market value of Lessee’s 's leasehold estate hereunder plus interest thereon at the Base Rate as of the Optional Termination Date or (b) offer to lease to Lessee one or more substitute hotel facilities pursuant to one or more leases that would create for the Lessee leasehold estates that have an aggregate fair market value of no less than the fair market value of Lessee's leasehold estate hereunder, with the original fair market value of Lessee's leasehold estate, both such values as estate hereunder determined as of the Optional Termination Date. Lessor also shall pay to Lessee, or reimburse Lessee for any assignment fees, termination fees or other liabilities arising under the Franchise Agreement or Management Agreement solely as a result closing of the assignment or termination sale of such Franchise Agreement or Management Agreement in connection with the termination of this Lease under this Section 2.2Leased Property. If Lessor elects and complies with the option described in (b) above, regardless of whether Lessee enters into the lease(s) described therein, Lessor shall have no further obligations to Lessee with respect to compensation for the early termination of this Lease. In the event Lessor and Lessee are unable to agree upon the fair market value of an original or replacement leasehold estateestate within 30 days, it shall be determined by appraisal using the appraisal procedure set forth in Article 24XXXIII. For the purposes of this ArticleSection, fair market value of the leasehold estate means, as applicable, an amount equal to the price that a willing buyer not compelled to buy would pay a willing seller not compelled to sell for Lessee’s 's leasehold estate under this Lease or an offered replacement leasehold estate, taking into account that the leasehold estate is encumbered by the Franchise Agreement and an arm’s-length Management Agreement.