Common use of ROFO Clause in Contracts

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

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

ROFO. ROFRProvided Landlord has not previously leased the adjacent space as outlined in the attached Exhibit A-1-Right of First Offer Space floor plan, containing approximately 6,622 rentable square feet (“ROFO Space”), Tenant shall have a Right of First Offer to lease the ROFO Space Tenant may elect with thirty (30) days prior written notice, to add the ROFO Space at the same Base Rent as the Premises (Base Rent being increased proportionally). Purchaser acknowledges Provided there are not less than three (3) years remaining on the Lease Term, Landlord shall demise the ROFO Space from the remaining space in the Building and connect the Premises to the ROFO Space at its sole cost and expenses. ROFR – Continuing throughout the Lease Term, and with respect to the ROFO Space, and provided Tenant is then in good standing and not in default and no event of default has occurred that each with the giving of notice and/or the Franchise Agreements and/or Management Agreements set forth on Schedule 4.8 contains passage of time would give rise to an event of default, then Tenant shall have a currently effective purchase option, right of first offer, right of first refusal and/or similar rights in favor (as further described below, the “ROFR”) to execute an amendment to this Lease so as to add the ROFO Space (together with such additional space which may be a part of a third party with respect bona-fide offer or letter of intent to a certain Property lease) to the Demised Premises (each, a the “ROFO/ROFR”, and such Franchise Agreements and/or Management Agreements, each, a “ROFO/ROFR AgreementExpansion Space”). If any ROFO/ROFR Agreement counterparty exercises any Landlord shall notify Tenant in writing if and when Landlord receives a bona-fide offer or letter of its ROFO/ROFR rights under intent to lease the Adjacent Space (together with such ROFO/ROFR Agreement (additional space which may be a part of a bona-fide offer or fails letter of intent to waive the same in writinglease) with respect to any Hotel Assets that are subject to a ROFO/ROFR (each, a “ROFO/ROFR Asset”), then, if Purchaser in its sole and absolute discretion agrees to waive the Purchaser Closing Condition set forth in Section 8.2.1(i) and consummate the Closing as to the other applicable Hotel Assets, (A) all references hereunder to such ROFO/ROFR Asset (the “Excluded ROFO/ROFR AssetNotice”). Tenant shall have seven (7) days from receipt of such ROFR Notice in which to notify Landlord in writing of its desire to exercise its ROFR, and seven (7) days thereafter in which to execute an Amendment to Lease in form and substance reasonably acceptable to Landlord. In the event the ROFR Notice contains the Adjacent Space together with additional space in the Building, the Tenant’s election to exercise the ROFR must be on all space contemplated in the ROFR Notice. The Amendment to Lease shall provide, among other things, that (a) the Base Rent and Additional Rent on the Expansion Space shall be deemed deleted same per square foot and such Excluded ROFO/term as contemplated in the ROFR Asset Notice, (b) the Lease term for the Expansion Space shall not be deemed a “Real Property”the same as contemplated in the ROFR Notice, “Hotel Asset” (c) The Expansion Space shall be accepted in its AS-IS condition and (d) all other terms and conditions of this Lease shall apply equally to the Expansion Space. Should Tenant fail to exercise the ROFR or part to execute the Amendment to Lease in form and substance reasonably acceptable to Landlord within the above stated periods, time being of the “Property” for any purpose under this Agreementessence, (B) the Purchase Price shall be reduced by the Allocated Purchase Price applicable to such Excluded ROFO/ROFR Asset and Purchaser shall receive a return of the Allocated Deposit applicable to such Excluded ROFO/ROFR Asset (and the interest thereon), and (C) neither Sellers nor Purchaser then Tenant shall have any further rights or obligations hereunder with regard to such Excluded ROFO/ROFR Asset, except for the rights and obligations hereunder which expressly survive termination of this Agreementwaived its ROFR. Promptly after the Effective Date, Sellers shall send to each ROFO/ROFR Agreement counterparty, if any, the notices required under the applicable ROFO/ROFR Agreement in respect of the ROFO/ROFR and keep Purchaser reasonably apprised of the status thereof.RENEWAL OPTION

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