What is Embassy Suites' definition of a 'Marketed Interest' in the context of transfer rights?

According to Embassy Suites's 2025 Franchise Disclosure Document, a 'Marketed Interest' refers to a situation where a franchisee or a Controlling Affiliate intends to transfer any Equity Interest, or receives an unsolicited bona fide offer from a third party to purchase or lease the Hotel or Hotel Site or an interest in it. This definition is important because it triggers certain notification and right of first offer obligations that the franchisee must adhere to.

In practical terms, if an Embassy Suites franchisee is considering selling their franchise, hotel, or hotel site, or if they receive an offer to do so, they must notify Embassy Suites in writing. This notification, called a ROFO Notice, must include a description of the 'Marketed Interest,' the intended sales or lease price, and all terms and conditions of the proposed transaction. The franchisee must also provide Embassy Suites with any related information and documentation that Embassy Suites requests.

Embassy Suites then has the right to either make an offer to purchase or lease the 'Marketed Interest' themselves or waive their right to make an offer. During this period, the franchisee is restricted from changing the terms of the offer or negotiating with other parties. This process ensures that Embassy Suites has the first opportunity to maintain control over its brand and locations, which is a common practice in franchising to protect brand consistency and standards.