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 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 Agreement2.

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 2.22. 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. (a) In the event Lessor enters into a bona fide contract to sell the Leased leased Property to a non-AffiliateAffiliate or determines not to restore the Facility pursuant to Section 14.2 after damage or destruction thereof, 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, then in any such event Lessor may terminate the this Lease by giving not less than thirty (30) days’ 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, contract or as of the date of such Change of Control, damage 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”)destruction. Effective upon the Optional Termination Datesuch 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. Lease and all Rent shall be adjusted as of the termination date. (b) As compensation for the early termination of its leasehold estate under this Article XXXVI because of a sale of the Leased Property or a determination not to restore pursuant to Section 2.214.2, Lessor shall within 12 months shall, not more than one (1) year prior to the anticipated termination date of the Optional Termination Date either (a) Lease and in any event within 90 days after the closing of such sale, in the event of a sale, or within 90 days after the date of damage or destruction, 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 closing of the original leasehold estate, both such values as determined as sale or the date of damage or destruction of the Optional Leased Property (the "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 Payment"). (bc) 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 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 "assumed annual cash flow" (as defined below) for Lessee’s leasehold estate under each Lease Year (including partial Lease Years) remaining in the then current Initial Term or Renewal Term (whichever is applicable) of this Lease or an offered replacement leasehold estateafter the early termination of this Lease pursuant to this Section 35.1, taking into account that discounted to such date at a rate of 10% per annum. The "assumed annual cash flow" shall be the leasehold estate is encumbered "cash flow" (as defined below) generated by the Facility for the twelve-month period ending on the last day of the month preceding the month in which such termination occurs. "Cash flow" shall mean the excess, if any, of (a) the sum of all revenues, receipts and proceeds received by or for the account of Lessee and derived from or relating to the Facility for said twelve-month period, over (b) the sum of all operating expenses in connection with the ownership, use, occupancy, management, or operation of the Facility for said period, including Rent, Impositions (other than those paid by Lessor), and fees under the Franchise Agreement Agreement, but, with respect to any fees paid to the Manager, including only such portion thereof as equals the component of such fees that represents Manager's costs. Notwithstanding the foregoing, there shall be credited against any Termination Payment due to Lessee any positive balance in the Aggregate New Lease Credit for the account of Lessor. As used herein the term "Aggregate New Lease Credit" shall mean the outstanding sum at any point in time of the New Lease Credit for each Other Lease entered into between Lessor and/or its Affiliates and an arm’sLessee and/or its Affiliates since __________, 1998, but only to the extent such New Lease Credit has not been previously credited or applied on account of Termination Payments due under any Other Lease. The New Lease Credit shall mean the projected cash flow for the initial term of such Other Lease, discounted to the date of execution at a rate of 10% per annum and amortized monthly on a straight-length Management Agreementline basis over a period of 72 months commencing on the commencement of such lease./***/ ---------- /***/ No Termination Payments shall be due for leases of properties targeted to be sold at inception.

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. (a) In the event Lessor enters into consummates a bona fide contract to sell the Leased Property to a non-AffiliateProperty, 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, then Lessor may terminate the Lease by giving not less than thirty (30) days’ days prior Notice 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 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. Lease and all Base Rent and Percentage Rent shall be adjusted as of the termination date. (b) As compensation for the early termination of its leasehold estate under this Section 2.2ARTICLE XXXVII because of a sale of the Leased Property, Lessor shall shall, within 12 months ninety (90) days after the closing of the Optional Termination Date either (a) such sale, pay to Lessee the fair market value of Lessee’s leasehold Less▇▇'▇ ▇easehold 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 closing of the original leasehold estate, both such values as determined as sale 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 LeaseLeased Property. 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. ARTICLE XXX. (c) For the purposes of this ArticleSection, fair market value of the leasehold estate means, as applicable, (or portion thereof) means an amount equal to the price that a willing buyer not compelled present value of the net revenues to buy would pay a willing seller not compelled to sell for Lessee’s leasehold estate under be derived from this Lease or an offered replacement leasehold estateduring the remaining term of this Lease based on current projections made by Lessee with respect to future occupancy of, taking into account that and future revenues to be generated by, the leasehold estate is encumbered by Leased Property, as the Franchise Agreement and an arm’s-length Management Agreementcase may be.

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.

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 Agreement2.

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 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. (a) In the event Lessor enters into consummates a bona fide contract to sell the Leased Property to a non-Affiliate, there party that is a Change of Control not an 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, then Lessor may terminate the Lease by giving not less than thirty (30) days’ days prior Notice 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 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. Lease and all Base Rent and Percentage Rent shall be adjusted as of the termination date. (b) As compensation for the early termination of its leasehold estate under this Section 2.2Article XXXVII because of a sale of the Leased Property, Lessor shall shall, within 12 months ninety (90) days after the closing of the Optional Termination Date either (a) such sale, 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 closing of the original leasehold estate, both such values as determined as sale 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 LeaseLeased Property. 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. XXX. (c) For the purposes of this ArticleSection, fair market value of the leasehold estate means, as applicable, (or portion thereof) means an amount equal to the price that a willing buyer not compelled present value of the net revenues to buy would pay a willing seller not compelled to sell for Lessee’s leasehold estate under be derived from this Lease or an offered replacement leasehold estateduring the remaining Term of this Lease based on current projections made by Lessee and Manager with respect to future occupancy of, taking into account that and future revenues to be generated by, the leasehold estate is encumbered by Leased Property, as the Franchise Agreement and an arm’s-length Management Agreementcase may be.

Lessor’s Option to Terminate Lease. Lessee's Limited Rights of First Offer. (a) In the event Lessor enters into a bona fide contract to sell the Leased Property to a non-Affiliate, there is a Change Affiliate other than Lessee or an Affiliate of Control of LessorLessee, or in the provisions event of the Code are amended a Tax Law Change resulting in Lessor's determination to permit Lessor to operate hotels or otherwise render the structure embodied by terminate this Lease to be obsoleteand the Other Leases, then in either such event Lessor may terminate the Lease by giving not less than thirty sixty (3060) days’ 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 contract or upon a date of such Change of Control, specified by Lessor which is on or after the effective date of such amendment to the Code (or any other specified date within 30 days after such date) (the “Optional Termination Date”)Tax Law Change. Effective upon the Optional Termination Datesuch 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. Lease and all Rent including Percentage Rent and Additional Charges shall be adjusted as of the termination date. (b) As compensation for the early termination of its leasehold estate under this Section 2.2Article 36 because of a sale of the Leased Property, Lessor shall within 12 months not more than one (1) year prior to the anticipated termination date of the Optional Termination Date Lease and in any event within ninety (90) days of the closing of such sale, either (ai) pay to Lessee the fair market value of Lessee’s leasehold estate hereunder plus interest thereon at the Base Rate "Termination Fee" (as of the Optional Termination Date defined below) or (bii) offer to lease to Lessee one or more substitute suite 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 estateestate (a "Comparable Lease"), both such values as value to be 78 85 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 Leased Property. Lessee's acceptance of this the Comparable Lease under this Section 2.2shall not be unreasonably withheld. If Lessor elects and complies with Lessee rejects the option described in (b) above, regardless of whether Lessee enters into the lease(s) described thereinComparable Lease, Lessor shall have no further obligations pay the Termination Fee to Lessee with respect to compensation for the early termination of this LeaseLessee. 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 2431. (c) As compensation for the early termination of its leasehold estate under this Article 36 because of a Tax Law Change, (i) Lessor shall, not more than one (1) year prior to the anticipated termination date of the Lease and in any event within ninety (90) days of such termination, pay to Lessee the Termination Fee and (ii) prior to the anticipated termination date and effective on the date thereof, Lessor and Lessee (or an Affiliate of Lessee) shall enter into a new management agreement for the Facility for a term equal to the remaining term of the Lease and a management fee equal to three percent (3%) of gross revenues, and containing other terms consistent with those for comparable hotels. The fair market value of such new management agreement shall be credited against the payment made by Lessor to Lessee pursuant to clause (i) of the immediately preceding sentence. In calculating such fair market value, fees payable under the new management agreement shall be projected for the remaining term of the Lease on the basis which is most reasonable under the circumstances. In the event Lessor and Lessee are unable to agree on any provisions of the new management agreement, the matter shall be referred to arbitration as provided for in Article 40 hereof. (i) 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 . In computing fair market value of a leasehold estate and a new management agreement, the appraiser shall discount all future income and fees to the then present value at a rate equal to the Prime Rate plus 2% per annum. (ii) The Termination Fee shall equal the "Net Present Value" (as defined below) of the "Lessee Leakage" (as defined below) for (a) the remaining Lease Years of the Term or, (b) if the termination occurs less than five Lease Years from the end of the Term, the remaining Lease Years in the Term plus one year (the "Determination Period"). "Lessee Leakage" for any Lease Year is encumbered by defined as the Franchise net operating income of the Facility, determined in accordance with GAAP and as if no Management Agreement existed, less Rent paid and an arm’s-length Management Agreement.payable

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 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’ ' 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.