SECTION 10.1, MANAGER
SHALL BE ENTITLED TO THE RETURN OF AMOUNTS FUNDED BY IT UNDER THIS
SECTION 15.2(D) IN EQUAL MONTHLY INSTALLMENTS BASED UPON THE NUMBER OF MONTHS
REMAINING IN THE TERM AFTER THE MONTH IN WHICH SUCH ADVANCE IS MADE (AFTER
GIVING EFFECT TO ANY THEN EXERCISED OR DEEMED EXERCISED OPTIONS TO EXTEND).
ARTICLE 16
CONDEMNATION
16.1
TOTAL CONDEMNATION.
(A)
IF EITHER (X) THE WHOLE OF A HOTEL SHALL BE
TAKEN BY CONDEMNATION, OR (Y) A CONDEMNATION OF LESS THAN THE WHOLE OF A HOTEL
RENDERS SUCH HOTEL UNSUITABLE FOR ITS PERMITTED USE, THIS AGREEMENT SHALL
TERMINATE WITH RESPECT TO SUCH HOTEL AND OWNER AND PURCHASER SHALL SEEK THE
AWARD FOR THEIR INTERESTS IN SUCH HOTEL AS PROVIDED IN THE LEASE, WHICH AWARD
SHALL BELONG SOLELY TO THEM.
IN ADDITION, MANAGER SHALL HAVE THE RIGHT TO
INITIATE OR PARTICIPATE IN SUCH PROCEEDINGS AS IT DEEMS ADVISABLE TO RECOVER ANY
DAMAGES TO WHICH MANAGER MAY BE ENTITLED; PROVIDED, HOWEVER, THAT MANAGER SHALL
BE ENTITLED TO RETAIN THE AWARD OR COMPENSATION IT MAY OBTAIN THROUGH SUCH
PROCEEDINGS WHICH ARE CONDUCTED SEPARATELY FROM THOSE OF OWNER AND PURCHASER
ONLY IF SUCH AWARD OR COMPENSATION DOES NOT REDUCE THE AWARD OR COMPENSATION
OTHERWISE AVAILABLE TO OWNER AND PURCHASER.
IF THIS AGREEMENT IS SO TERMINATED
WITH RESPECT TO A HOTEL, OWNER AND PURCHASER SHALL MAKE REASONABLE EFFORTS TO
USE THE AWARD TO
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acquire a Replacement Property proposed by Manager to which this Agreement shall
be extended; provided, however:
(B)
PURCHASER AND OWNER SHALL NOT BE OBLIGATED
TO EXPEND IN THE AGGREGATE MORE THAN THE AWARD IN CONNECTION WITH
(I) INVESTIGATING AND NEGOTIATING TO PURCHASE ALL PROPERTIES PROPOSED BY MANAGER
TO BE THE REPLACEMENT PROPERTY (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' AND
CONSULTANTS' FEES AND TITLE SEARCH AND SURVEY COSTS) AND (II) ACQUIRING A
REPLACEMENT PROPERTY (INCLUDING, WITHOUT LIMITATION, THE PURCHASE PRICE
THEREFOR, TITLE INSURANCE PREMIUMS, BROKER'S COMMISSIONS AND TRANSFER TAXES);
(C)
PURCHASER AND OWNER SHALL HAVE NO
OBLIGATION TO ACQUIRE ANY PROPOSED REPLACEMENT PROPERTY UNLESS THE PROJECTED NOI
THEREOF AND EACH OF EVERY OTHER ASPECT OF THE PROPOSED REPLACEMENT PROPERTY
WHICH PURCHASER REASONABLY CONSIDERS RELEVANT IS COMPARABLE IN PURCHASER'S SOLE
JUDGMENT IN ALL RESPECTS TO THE HOTEL WHICH IS BEING REPLACED;
(D)
PURCHASER AND OWNER SHALL NOT BE OBLIGATED
TO INVESTIGATE MORE THAN THREE (3) PROPOSED PROPERTIES;
(E)
OWNER'S FIXED PRIORITY WILL BE INCREASED BY
AN AMOUNT EQUAL TO THE REDUCTION THEREIN RESULTING FROM THE TERMINATION OF THIS
AGREEMENT WITH RESPECT TO THE HOTEL WHICH IS BEING REPLACED; AND
(F)
PURCHASER SHALL NOT BE OBLIGATED TO
ACQUIRE ANY PROPOSED REPLACEMENT PROPERTY, IF MANAGER AND OWNER DO NOT
REASONABLY AGREE UPON AN APPROPRIATE AMENDMENT HERETO PURSUANT TO WHICH THIS
AGREEMENT WILL BE EXTENDED TO SUCH PROPERTY.
If Purchaser decides to acquire a proposed Replacement Property, then
simultaneously with such acquisition the Lease and this Agreement shall be
appropriately amended so as to cover such Replacement Property.
16.2
PARTIAL CONDEMNATION.
IN THE EVENT OF A
CONDEMNATION OF LESS THAN THE WHOLE OF A HOTEL SUCH THAT