PROVIDED BELOW, THIS AGREEMENT WITH RESPECT TO
SUCH HOTEL(S) (THE "TRANSFERRED HOTELS") SHALL BE TERMINATED EFFECTIVE AS OF THE
DATE TITLE IS TRANSFERRED TO SUCH TRANSFERRED HOTELS.
(B)
SIMULTANEOUSLY WITH SUCH TERMINATION, MANAGER AND THE TRANSFEREE
OF THE TRANSFERRED HOTELS OR OWNER (IF THE LEASE REMAINS IN FULL FORCE AND
EFFECT WITH RESPECT TO THE TRANSFERRED HOTELS) OR ANY TENANT UNDER A NEW LEASE
WITH RESPECT TO THE TRANSFERRED HOTELS (WHICH NEW LEASE SHALL HAVE A TERM EQUAL
TO THE THEN UNEXPIRED TERM OF THE LEASE AND SHALL IMPOSE NO GREATER LIABILITY,
RESPONSIBILITY, OR OBLIGATION ON MANAGER THAN THE LEASE) SHALL ENTER INTO A NEW
MANAGEMENT AGREEMENT (A "NEW MANAGEMENT AGREEMENT") WITH MANAGER ON
SUBSTANTIALLY THE SAME TERMS AS THIS AGREEMENT EXCEPT AS OTHERWISE PROVIDED
HEREIN FOR A TERM EQUAL TO THE UNEXPIRED PORTION OF THE TERM OF THIS AGREEMENT.
(C)
MANAGER, PURCHASER AND THE TRANSFEREE (OR ITS TENANT, ACTING
REASONABLY, SHALL ALLOCATE AMOUNTS IN THE RESERVE ACCOUNT, THE DEPOSIT (BASED ON
EXHIBIT C) AND THE WORKING CAPITAL BETWEEN THE TRANSFERRED HOTELS AND THE OTHER
HOTELS. THE PARTIES SHALL ALSO MAKE REASONABLE ALLOCATIONS WITH RESPECT TO
OWNER'S PRIORITY, AND ANY OUTSTANDING ADVANCES MADE BY OWNER, MANAGER OR THEIR
RESPECTIVE AFFILIATES. THE ALLOCATION OF OWNER'S PRIORITY FOR EACH HOTEL SHALL
BE PROPORTIONAL TO THE NOI OF SUCH HOTEL FOR THE THEN MOST RECENTLY ENDED TWELVE
(12) MONTHS RELATIVE TO THE NOI OF ALL THE OTHER HOTELS FOR SUCH PERIOD. AMOUNTS
WHICH ARE ALLOCATED TO THE TRANSFERRED HOTELS SHALL BE TRANSFERRED TO THE
TRANSFEREE THEREOF TO BE HELD BY MANAGER OR SUCH TRANSFEREE (OR ITS TENANT)
PURSUANT TO THE NEW MANAGEMENT AGREEMENT.
(D)
FOLLOWING SUCH SALE OR TRANSFER, OWNER, ITS AFFILIATES AND THE
HOTELS WHICH ARE NOT TRANSFERRED HOTELS SHALL HAVE NO RESPONSIBILITIES WITH
RESPECT TO AMOUNTS THAT ARE SO
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TRANSFERRED AND THE TRANSFEREE, ITS TENANT AND THEIR AFFILIATES AND THE
TRANSFERRED HOTELS SHALL HAVE NO RESPONSIBILITY WITH RESPECT TO AMOUNTS WHICH
ARE NOT SO TRANSFERRED.
(E)
FROM AND AFTER THE CONSUMMATION OF SUCH SALE OR OTHER TRANSFER AND
COMPLIANCE WITH THE TERMS HEREOF, THE TERM "HOTELS" AS USED HEREIN SHALL NOT
INCLUDE THE TRANSFERRED HOTELS.
(F)
OWNER SHALL BE RESPONSIBLE TO CAUSE ITS AFFILIATES, ANY NEW
TENANT AND THE TRANSFEREE TO EXECUTE AND DELIVER THE DOCUMENTS CONTEMPLATED BY
THIS SECTION 4.4 TO BE EXECUTED AND DELIVERED BY THEM.
(G)
THE HOTELS WHICH ARE TO BE TRANSFERRED HOTELS IN THE AGGREGATE AND
THE REMAINING HOTELS IN THE AGGREGATE SHALL HAVE A PRIORITY COVERAGE RATIOS FOR
THE 12-MONTH PERIOD ENDING ON THE LAST DAY OF THE MONTH NEXT PRIOR TO THE DATE
OF SUCH TRANSFER WHICH ARE EITHER (I) EQUAL TO EACH OTHER OR (II) EQUAL TO, OR
GREATER THAN, 1.3.
(H)
NOT LESS THAN TEN (10) DAYS PRIOR TO COMMENCING TO MARKET ANY
HOTEL FOR SALE, PURCHASER (UNLESS IT IS A SUCCESSOR PURCHASER) SHALL SOLICIT
FROM MANAGER AN OFFER TO PURCHASE SUCH HOTEL.
4.5
SALE OF ALL THE HOTELS. IF PURCHASER SELLS OR OTHERWISE TRANSFERS
ALL OF THE HOTELS TO