1601 Uses in Notices Clause

Notices from Agreement

This Stockholders Agreement (this Agreement) is made as of October 3, 2016 (the Effective Time), between TCEH Corp., a Delaware corporation (the Company), and Apollo Management Holdings, L.P. (the Stockholder). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.

Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when (i) delivered personally to the recipient, (ii) telecopied or sent by email to the recipient, or (iii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the Stockholder or the Company at the address set forth below, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Stockholders address is: Apollo Management Holdings, L.P. 9 West 57th St, 43rd Floor New York, NY 10019 Attention: Laurie D. Medley Email: [email protected] with copies to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 Attention: Alan W. Kornberg Email: [email protected] The Companys address is: 1601 Bryan Street, 43rd Floor Dallas, Texas 75201 Attention: General Counsel with copies to: Gibson, Dunn & Crutcher LLP 2100 McKinney Avenue Dallas, Texas 75201 Attention: Robert B. Little Email: [email protected]

Notices from Agreement

This Stockholders Agreement (this Agreement) is made as of October 3, 2016 (the Effective Time), between TCEH Corp., a Delaware corporation (the Company), and the entities signing under the heading Stockholder on the signature pages hereto (collectively, the Stockholder). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.

Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when (i) delivered personally to the recipient, (ii) telecopied or sent by email to the recipient, or (iii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the Stockholder or the Company at the address set forth below, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Stockholders address is: Oaktree Capital Management, L.P. 333 South Grand Avenue, 28th Floor Los Angeles, CA 90731 Attn: General Counsel [email protected] with copies to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 Attention: Alan W. Kornberg Email: [email protected] The Companys address is: 1601 Bryan Street, 43rd Floor Dallas, Texas 75201 Attention: General Counsel Email: [email protected] with copies to: Gibson, Dunn & Crutcher LLP 2100 McKinney Avenue Dallas, Texas 75201 Attention: Robert B. Little Email: [email protected]

Notices from Agreement

This Stockholders Agreement (this Agreement) is made as of October 3, 2016 (the Effective Time), between TCEH Corp., a Delaware corporation (the Company), and the entities signing under the heading Stockholder on the signature pages hereto (collectively, the Stockholder). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.

Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when (i) delivered personally to the recipient, (ii) telecopied or sent by email to the recipient, or (iii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the Stockholder or the Company at the address set forth below, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Stockholders address is: Oaktree Capital Management, L.P. 333 South Grand Avenue, 28th Floor Los Angeles, CA 90731 Attn: General Counsel [email protected] with copies to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 Attention: Alan W. Kornberg Email: [email protected] The Companys address is: 1601 Bryan Street, 43rd Floor Dallas, Texas 75201 Attention: General Counsel Email: [email protected] with copies to: Gibson, Dunn & Crutcher LLP 2100 McKinney Avenue Dallas, Texas 75201 Attention: Robert B. Little Email: [email protected]

Notices from Agreement

This Stockholders Agreement (this Agreement) is made as of October 3, 2016 (the Effective Time), between TCEH Corp., a Delaware corporation (the Company), and Apollo Management Holdings, L.P. (the Stockholder). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.

Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when (i) delivered personally to the recipient, (ii) telecopied or sent by email to the recipient, or (iii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the Stockholder or the Company at the address set forth below, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Stockholders address is: Apollo Management Holdings, L.P. 9 West 57th St, 43rd Floor New York, NY 10019 Attention: Laurie D. Medley Email: [email protected] with copies to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 Attention: Alan W. Kornberg Email: [email protected] The Companys address is: 1601 Bryan Street, 43rd Floor Dallas, Texas 75201 Attention: General Counsel with copies to: Gibson, Dunn & Crutcher LLP 2100 McKinney Avenue Dallas, Texas 75201 Attention: Robert B. Little Email: [email protected]

Notices from Guaranty of Payment

This Limited Guaranty of Payment and Performance (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Limited Guaranty") is entered into as of December 14, 2016 and given by CONDOR HOSPITALITY TRUST, INC., a Maryland corporation ("Guarantor") to and in favor of GREAT WESTERN BANK ("Bank").

Notices. Unless otherwise expressly provided herein, all notices, certificates, requests, demands, and other communications provided for under this Limited Guaranty shall be in writing and shall be mailed, faxed, or delivered to the address or facsimile number set forth in this Section. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the intended recipient and (ii) (A) if delivered by hand or by courier, upon delivery; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; and (C) if delivered by facsimile, when sent and appropriate answerback has been received by the sender. Notices and other communications to Bank, however, shall not be effective until actually received by Bank. Information for Notices to Guarantor: Condor Hospitality Trust, Inc. Attn: Jonathan Gantt 4800 Montgomery Lane, Suite 220 Bethesda, MD 20814 Facsimile: (402) 371-4229 With a copy to: Jason D. Benson McGrath North 1601 Dodge St Ste 3700 Omaha, NE 68102 Facsimile: (402) 952-6864 Information for Notices to Bank: Great Western Bank Attn: Michael Phelps 9290 W. Dodge Rd Ste 401 Omaha, NE 68114 Fax: (402) 330-2030 With a copy to: Jacqueline Pueppke Baird Holm LLP 1700 Farnam Street, Suite 1500 Omaha, NE 68102 Facsimile: (402) 344-0588

Notices from Unconditional Guaranty

This Springing Unconditional Guaranty of Payment and Performance (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Springing Guaranty") is entered into as of December 14, 2016 and given by CONDOR HOSPITALITY TRUST, INC., a Maryland corporation ("Guarantor") to and in favor of GREAT WESTERN BANK ("Bank").

Notices. Unless otherwise expressly provided herein, all notices, certificates, requests, demands, and other communications provided for under this Springing Guaranty shall be in writing and shall be mailed, faxed, or delivered to the address or facsimile number set forth in this Section. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the intended recipient and (ii) (A) if delivered by hand or by courier, upon delivery; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; and (C) if delivered by facsimile, when sent and appropriate answerback has been received by the sender. Notices and other communications to Bank, however, shall not be effective until actually received by Bank. Information for Notices to Guarantor: Condor Hospitality Trust, Inc. Attn: Jonathan Gantt 4800 Montgomery Lane, Suite 220 Bethesda, MD 20814 Facsimile: (402) 371-4229 With a copy to: Jason D. Benson McGrath North 1601 Dodge St Ste 3700 Omaha, NE 68102 Facsimile: (402) 952-6864 Information for Notices to Bank: Great Western Bank Attn: Michael Phelps 9290 W. Dodge Rd Ste 401 Omaha, NE 68114 Fax: (402) 330-2030 With a copy to: Jacqueline Pueppke Baird Holm LLP 1700 Farnam Street, Suite 1500 Omaha, NE 68102 Facsimile: (402) 344-0588

Notices from Agreement

This Stockholders Agreement (this Agreement) is made as of October 3, 2016 (the Effective Time), between TCEH Corp., a Delaware corporation (the Company), and [ ] (the Stockholder)1. Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.

Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when (i) delivered personally to the recipient, (ii) telecopied or sent by email to the recipient, or (iii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the Stockholder or the Company at the address set forth below, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Stockholders address is: [ ] Attention: [ ] Email: [ ] [and [ ] Attention: [ ] Email: [ ]] with copies to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 Attention: Alan W. Kornberg Email: [email protected] The Companys address is: 1601 Bryan Street, 43rd Floor Dallas, Texas 75201 Attention: General Counsel Email: [email protected] with copies to: Gibson, Dunn & Crutcher LLP 2100 McKinney Avenue Dallas, Texas 75201 Attention: Robert B. Little Email: [email protected]

Notices from Agreement

This TAX MATTERS AGREEMENT (this "Agreement"), dated as of [the TCEH Effective Date] (the "TCEH Effective Date"), is entered into by and among Energy Future Holdings Corp., a Texas Corporation ("EFH"), Energy Future Intermediate Holding Company LLC, a Delaware Limited Liability Company ("EFIH"), EFIH Finance Inc., a Delaware corporation ("EFIH Finance"), and [Reorganized TCEH], a Delaware limited liability company that is either (a) an indirect wholly owned Subsidiary of EFH in the Spin-Off (as defined below) or (b) an entity newly formed by a designee of the TCEH Supporting First Lien Creditors in the Taxable Separation (as defined below) ("Reorganized TCEH"), and [Merger Sub] ("Merger Sub"), a [=] and a direct wholly-owned Subsidiary of NextEra Energy, Inc., a Florida corporation ("Parent") (Merger Sub, together with EFH, EFIH, and EFIH Finance, the "EFH Parties", and the EFH Parties, together with Reorganized TCEH, the "Parties").1

Notices. All notices, requests, claims, demands, and other communications to be given or delivered under or by the provisions of this Agreement shall be in writing and shall be deemed given only (a) when delivered personally to the recipient, (b) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), provided that confirmation of delivery is received, (c) upon machine-generated acknowledgment of receipt after transmittal by facsimile or (d) five (5) days after being mailed to the recipient by certified or registered mail (return receipt requested and postage prepaid). Such notices, demands, and other communications shall be sent to the Parties at the following addresses (or at such address for a Party as will be specified by like notice):If to any EFH Party:Energy Future Holdings Corp., et al. Energy Plaza1601 Bryan StreetDallas, Texas 75201Attention: General CounselE-mail: [email protected]@energyfutureholdings.comwith a copy (which shall not constitute notice) to, until the EFH Effective Date:Kirkland & Ellis LLP600 Travis St., Suite 3300 Houston, Texas 77002Attention: Andrew CalderE-mail: [email protected] & Ellis LLP300 North LaSalleChicago, IL 60654Attention: James SprayregenMarc KieselsteinChad HusnickSteven SerajeddiniE-mail: [email protected]@[email protected]@kirkland.comandKirkland & Ellis LLP601 Lexington Avenue New York, NY 10022 Attention: Edward SassowerStephen HesslerBrian SchartzE-mail: [email protected]@[email protected] to Reorganized TCEH, after the Distribution:[Reorganized TCEH] [Energy Plaza1601 Bryan Street Dallas, Texas 75201]with a copy (which shall not constitute notice) to:Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the AmericasNew York, New York 10019Attention: Alan W. KornbergBrian S. HermannJacob A. AdlersteinE-mail: [email protected]@[email protected] to Merger Sub:NextEra Energy, Inc.700 Universe Blvd.Juno Beach, FL 33408Attention: Mark HicksonEmail: [email protected] a copy (which shall not constitute notice) to:NextEra Energy, Inc.700 Universe Blvd.Juno Beach, FL 33408Attention: Charles E. SievingEmail: [email protected]Chadbourne & Parke LLP1301 Avenue of the AmericasNew York, New York 10019Attention: Howard SiefeDavid LeMayWilliam Greason E-mail: [email protected]@[email protected] Party to this Agreement may notify any other Party of any changes to the address or any of the other details specified in this paragraph; provided, that such notification shall only be effective on the date specified in such notice or five (5) Business Days after the notice is given, whichever is later. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver. Any notice to any EFH Party will be deemed notice to all the Reorganized EFH Entities, and any notice to Reorganized TCEH will be deemed notice to all the Reorganized TCEH Entities.

Notices from Agreement of Purchase and Sale

THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made as of the Effective Date, by and between Washington Real Estate Holdings, LLC, a Washington limited liability company ("Purchaser"), and Ashford Seattle Downtown LP, a Delaware limited partnership ("Seller").

Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered by hand, transmitted by facsimile transmission or electronic mail, sent prepaid for next-day delivery by Federal Express (or a comparable overnight delivery service) or sent by the United States mail, certified, postage prepaid, return receipt requested, at the addresses and with such copies as designated below. Any notice, request, demand or other communication delivered or sent in the manner aforesaid may be given by the party required to give such notice, etc., or its attorney, and shall be deemed given or made (as the case may be) when actually delivered to or refused by the intended recipient.If to Seller: Ashford Seattle Downtown LPc/o Ashford Hospitality Prime, Inc.14185 Dallas Parkway, Suite 1100Dallas, TX 75254Attn.: Chris Peckham and David BrooksFacsimile: (972) 490-9605and: Gardere Wynne Sewell LLP1601 Elm Street, Suite 3000Dallas, Texas 75201Attn: Cynthia B. NelsonFacsimile: (214) 999-3884If to Purchaser: Washington Real Estate Holdings, LLC10866 Wilshire Blvd., Suite 802Los Angeles, California 90024Attn: Dave MillardFacsimile: (310) 234-6721Email: [email protected] a copy to: Washington Real Estate Holdings, LLC600 University Street, Suite 28208665334v.12Seattle, Washington 98101Attn: Craig WrenchFacsimile: (206) 613-5301Email: [email protected] a copy to: Foster Pepper PLLC1111 Third Avenue, Suite 3000Seattle, Washington 98101Attention: Gary Fluhrer / Laura KarassikFacsimile: (206) 749-2127Email: [email protected]; [email protected] to Escrow Agent: Chicago Title Insurance Company 711 Third Avenue, 5th FloorNew York, New York 10017Attn: Siu CheungEmail: [email protected] to such other address as the intended recipient may have specified in a notice to the other party. Any party hereto may change its address or designate different or other persons or entities to receive copies by notifying the other party and Escrow Agent in a manner described in this Section.

Notices

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITY UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED.

Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, facsimile, electronic mail, courier service or personal delivery to: Conn Flanigan Global Medical REIT Inc., 1601 Blake Street, Suite 310 Denver, CO 80202 and for ZH USA, LLC Frankie Wong ZH International Holdings, Ltd. 24/F Wyndham Place 40-44 Wyndham Street Central Hong Kong