ADDITIONALLY
AGREES TO COMPLY WITH ALL OF THE OBLIGATIONS OF OWNER AND OWNER'S AFFILIATE
UNDER SECTION 4.4 OF THE BALTIMORE DECLARATION.
(P)
PERFORM SUCH OTHER TASKS WITH RESPECT TO THE HOTELS AS ARE
GENERALLY PERFORMED BY MANAGERS OF SIMILAR HOTELS CONSISTENT WITH THE OPERATING
STANDARDS AND THE BRAND STANDARDS.
2.2
ADDITIONAL SERVICES.
ANY FEES FOR SERVICES NOT INCLUDED IN THE
MANAGEMENT FEES FOR THE HOTELS SHALL BE CONSISTENT WITH FEES ESTABLISHED FOR
SIMILAR TYPES OF HOTELS MANAGED BY MANAGER OR ITS AFFILIATES.
ANY DISPUTES
UNDER THIS SECTION 2.2 SHALL BE RESOLVED BY ARBITRATION.
2.3
USE OF HOTELS.
MANAGER SHALL NOT USE, AND SHALL EXERCISE
COMMERCIALLY REASONABLE EFFORTS TO PREVENT THE USE OF, THE HOTELS AND OWNER'S
AND MANAGER'S PERSONAL PROPERTY (WHETHER OWNED OR LEASED) USED IN CONNECTION
WITH THE HOTELS, IF ANY, FOR ANY UNLAWFUL PURPOSE.
MANAGER SHALL NOT COMMIT,
AND SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PREVENT THE COMMISSION OF, ANY
WASTE AT THE HOTELS.
MANAGER SHALL NOT USE, AND SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO PREVENT THE USE OF, THE HOTELS IN SUCH A MANNER AS WILL
CONSTITUTE AN UNLAWFUL NUISANCE THEREON OR THEREIN.
MANAGER SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO PREVENT THE USE OF THE HOTELS IN SUCH A
MANNER AS MIGHT REASONABLY BE EXPECTED TO IMPAIR OWNER'S OR PURCHASER'S TITLE
THERETO OR ANY PORTION THEREOF OR MIGHT REASONABLY BE EXPECTED TO GIVE RISE TO A
CLAIM OR CLAIMS FOR ADVERSE USE OR ADVERSE POSSESSION BY THE PUBLIC, AS SUCH, OR
OF IMPLIED DEDICATION OF THE HOTELS OR ANY PORTION THEREOF.
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2.4
RIGHT TO INSPECT.
MANAGER SHALL PERMIT OWNER AND ITS AUTHORIZED
REPRESENTATIVES TO INSPECT OR SHOW THE HOTELS DURING USUAL BUSINESS HOURS UPON
NOT LESS THAN TWENTY FOUR (24) HOURS' NOTICE, PROVIDED THAT ANY INSPECTION BY
OWNER OR ITS REPRESENTATIVES SHALL NOT UNREASONABLY INTERFERE WITH THE USE AND
OPERATION OF THE HOTELS AND FURTHER PROVIDED THAT IN THE EVENT OF AN EMERGENCY
AS DETERMINED BY OWNER IN ITS REASONABLE DISCRETION, PRIOR NOTICE SHALL NOT BE
REQUIRED.
2.5
NO RIGHT OF OFFSET.
MANAGER SHALL NOT OFFSET AGAINST ANY AMOUNTS
OWED TO OWNER; PROVIDED, HOWEVER, MANAGER MAY OFFSET AMOUNTS WHICH OWNER HAS
FAILED TO FUND IN VIOLATION OF SECTION 5.2(C) (OR, SO LONG AS PR PROPERTY IS A
POOLED FF&E HOTEL, THE LANDLORD UNDER THE PR LEASE HAS FAILED TO FUND IN
VIOLATION OF SECTION 5.1.3(B) OF THE PR LEASE) AGAINST THE AMOUNTS OWED TO OWNER
HEREUNDER PROVIDED THAT AFTER GIVING EFFECT TO ALL SUCH OFFSETS THERE SHALL
STILL BE PAID TO OWNER AN AMOUNT SUFFICIENT TO PAY REGULARLY SCHEDULED PAYMENTS
OF INTEREST AND PRINCIPAL UNDER ANY LOAN OR OTHER DEBT SECURED BY AN AUTHORIZED
MORTGAGE AND ATTRIBUTABLE TO THE PLEDGED HOTELS.
2.6
CONDITION OF THE HOTELS.
(A)
MANAGER ACKNOWLEDGES RECEIPT AND DELIVERY OF POSSESSION OF EACH
HOTEL, AND MANAGER ACCEPTS EACH HOTEL IN ITS "AS IS" CONDITION AS OF THE
EFFECTIVE DATE, SUBJECT TO THE RIGHTS OF PARTIES IN POSSESSION, THE EXISTING
TITLE, INCLUDING ALL COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, MINERAL
LEASES, EASEMENTS AND OTHER MATTERS