SHALL BE FORWARDED TO THE PARTIES.
THE
PARTIES WILL REQUEST THAT THE ARBITRATORS ASSESS THE COSTS AND EXPENSES OF THE
ARBITRATION AND THEIR FEES AGAINST THE PARTIES BASED ON A FINDING AS TO WHICH
PARTIES' SUBSTANTIVE POSITIONS WERE NOT UPHELD.
OTHERWISE THE FEES AND EXPENSES
OF THE ARBITRATION WILL BE TREATED AS AN OPERATING COST UNLESS OTHERWISE
DETERMINED BY THE ARBITRATORS.
(B)
IF THE PARTY RECEIVING A REQUEST FOR ARBITRATION FAILS TO APPOINT
ITS ARBITRATOR WITHIN THE TIME ABOVE SPECIFIED, OR IF THE TWO ARBITRATORS SO
SELECTED CANNOT AGREE ON THE SELECTION OF THE THIRD ARBITRATOR WITHIN THE TIME
ABOVE SPECIFIED, THEN EITHER PARTY, ON BEHALF OF BOTH PARTIES, MAY REQUEST SUCH
APPOINTMENT OF SUCH SECOND OR THIRD ARBITRATOR, AS THE CASE MAY BE, BY
APPLICATION TO ANY JUDGE OF ANY COURT IN NEW YORK COUNTY, NEW YORK OF COMPETENT
JURISDICTION UPON TEN (10) DAYS' PRIOR WRITTEN NOTICE TO THE OTHER PARTY OF SUCH
INTENT.
93
(C)
IF THERE SHALL BE A DISPUTE WITH RESPECT TO WHETHER A PARTY HAS
UNREASONABLY WITHHELD, CONDITIONED OR DELAYED ITS CONSENT WITH RESPECT TO A
MATTER FOR WHICH SUCH PARTY HAS AGREED HEREIN NOT TO UNREASONABLY WITHHOLD ITS
CONSENT, SUCH DISPUTE SHALL BE RESOLVED BY ARBITRATION.
(D)
ANY DISPUTES UNDER SECTIONS 2.1 OR 7.6 SHALL BE RESOLVED BY
ARBITRATION; PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING, OWNER SHALL BE
ENTITLED TO SEEK AND OBTAIN INJUNCTIVE AND OTHER EQUITABLE RELIEF IF IT BELIEVES
THERE HAS BEEN A BREACH OF MANAGER'S OBLIGATION UNDER EITHER OF SAID SECTIONS.
24.20
ESTOPPEL CERTIFICATES.
EACH PARTY TO THIS AGREEMENT SHALL AT ANY
TIME AND FROM TIME TO TIME, UPON NOT LESS THAN FIFTEEN (15) DAYS' PRIOR NOTICE
FROM THE OTHER PARTY, EXECUTE, ACKNOWLEDGE AND DELIVER TO SUCH OTHER PARTY, OR
TO ANY THIRD PARTY SPECIFIED BY SUCH OTHER PARTY, A STATEMENT IN WRITING:
(A)
CERTIFYING THAT THIS AGREEMENT IS UNMODIFIED AND IN FULL FORCE AND EFFECT (OR IF
THERE HAVE BEEN MODIFICATIONS, THAT THE SAME, AS MODIFIED, IS IN FULL FORCE AND
EFFECT AND STATING THE MODIFICATIONS); (B) STATING WHETHER OR NOT TO THE BEST
KNOWLEDGE OF THE CERTIFYING PARTY (I) THERE IS A CONTINUING DEFAULT BY THE
NON-CERTIFYING PARTY IN THE PERFORMANCE OR OBSERVANCE OF ANY COVENANT, AGREEMENT
OR CONDITION CONTAINED IN THIS AGREEMENT, OR (II) THERE SHALL HAVE OCCURRED ANY
EVENT WHICH, WITH THE GIVING OF NOTICE OR PASSAGE OF TIME OR BOTH, WOULD BECOME
SUCH A DEFAULT, AND, IF SO, SPECIFYING EACH SUCH DEFAULT OR OCCURRENCE OF WHICH
THE CERTIFYING PARTY MAY HAVE KNOWLEDGE; (C) STATING THE DATE TO WHICH
DISTRIBUTIONS OF OPERATING PROFITS HAVE BEEN MADE; AND (D) STATING SUCH OTHER
INFORMATION AS THE NON-CERTIFYING PARTY MAY REASONABLY REQUEST.
SUCH STATEMENT
SHALL BE BINDING UPON THE CERTIFYING PARTY AND MAY BE RELIED UPON BY THE
NON-CERTIFYING PARTY AND/OR SUCH THIRD PARTY SPECIFIED BY THE NON-CERTIFYING
PARTY AS AFORESAID, INCLUDING, WITHOUT LIMITATION ITS AND ITS AFFILIATES'
LENDERS AND ANY PROSPECTIVE PURCHASER OR MORTGAGEE OF ANY HOTEL.
24.21
CONFIDENTIALITY.
(A)
THE PARTIES HERETO AGREE THAT THE MATTERS SET FORTH