IN THIS
AGREEMENT AND THE INFORMATION PROVIDED PURSUANT TO THE TERMS HEREOF ARE STRICTLY
CONFIDENTIAL AND EACH PARTY WILL MAKE EVERY EFFORT TO ENSURE THAT THE
INFORMATION IS NOT DISCLOSED TO ANY OUTSIDE PERSON OR ENTITIES (INCLUDING THE
PRESS) WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY EXCEPT AS MAY BE
REQUIRED BY LAW AND AS MAY BE REASONABLY NECESSARY TO OBTAIN LICENSES, PERMITS,
AND OTHER PUBLIC APPROVALS NECESSARY FOR THE REFURBISHMENT OR OPERATION OF THE
HOTELS, OR IN CONNECTION WITH
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FINANCING, PROPOSED FINANCING, SALE OR PROPOSED SALE OR AS MAY BE REQUIRED
PURSUANT TO ANY GROUND LEASE OF THE HOTELS.
(B)
NO REFERENCE TO MANAGER OR TO ANY OF ITS AFFILIATES WILL BE MADE
IN ANY PROSPECTUS, PRIVATE PLACEMENT MEMORANDUM, OFFERING CIRCULAR OR OFFERING
DOCUMENTATION RELATED THERETO (COLLECTIVELY REFERRED TO AS THE "PROSPECTUS"),
ISSUED BY OWNER OR ANY OF ITS AFFILIATES, WHICH IS DESIGNATED TO INTEREST
POTENTIAL INVESTORS IN A HOTEL, UNLESS MANAGER HAS PREVIOUSLY RECEIVED A COPY OF
ALL SUCH REFERENCES.
HOWEVER, REGARDLESS OF WHETHER MANAGER DOES OR DOES NOT SO
RECEIVE A COPY OF ALL SUCH REFERENCES, NEITHER MANAGER NOR ANY OF ITS AFFILIATES
WILL BE DEEMED A SPONSOR OF THE OFFERING DESCRIBED IN THE PROSPECTUS, NOR WILL
IT HAVE ANY RESPONSIBILITY FOR THE PROSPECTUS, AND THE PROSPECTUS WILL SO
STATE.
UNLESS MANAGER AGREES IN ADVANCE, THE PROSPECTUS WILL NOT INCLUDE ANY
TRADEMARK, SYMBOLS, LOGOS OR DESIGNS OF MANAGER OR ANY OF ITS AFFILIATES.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, THE PARTIES (AND EACH EMPLOYEE, REPRESENTATIVE, OR OTHER AGENT OF THE
PARTIES) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND,
THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTION, AND ALL MATERIALS OF ANY
KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO THE
TAXPAYER RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE; PROVIDED, HOWEVER,
THAT NEITHER PARTY (NOR ANY EMPLOYEE, REPRESENTATIVE OR OTHER AGENT THEREOF) MAY
DISCLOSE ANY INFORMATION THAT IS NOT NECESSARY TO UNDERSTANDING THE TAX
TREATMENT AND TAX STRUCTURE OF THE TRANSACTION (INCLUDING THE IDENTITY OF THE
PARTIES AND ANY INFORMATION THAT COULD LEAD ANOTHER TO DETERMINE THE IDENTITY OF
THE PARTIES), OR ANY OTHER INFORMATION TO THE EXTENT THAT SUCH DISCLOSURE COULD
RESULT IN A VIOLATION OF ANY FEDERAL OR STATE SECURITIES LAW.
24.22
HOTEL WARRANTIES.
MANAGER SHALL BE ENTITLED TO, AND SHALL, ENFORCE
IN THE NAME OF OWNER, ITS AFFILIATES OR ANY
OF MANAGER'S AFFILIATES, ANY
WARRANTIES HELD BY OWNER OR SUCH AFFILIATES WITH RESPECT TO THE HOTELS OR ANY
PORTION THEREOF.
24.23
BUCKHEAD HOTEL.
THE FOLLOWING TERMS SHALL APPLY TO THE BUCKHEAD
HOTEL:
(A)
THE TERM TERMINATED WITH RESPECT TO THE BUCKHEAD HOTEL ON THE
BUCKHEAD TERMINATION DATE.
(B)
ALL POST-CLOSING ADJUSTMENTS TO CLOSING ADJUSTMENTS UNDER THE
BUCKHEAD CONTRACT WERE FOR THE ACCOUNT OF MANAGER.
ACCORDINGLY, MANAGER SHALL
BE ENTITLED TO ANY AMOUNTS PAYABLE BY
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THE BUYER THEREUNDER ON ACCOUNT OF SUCH ADJUSTMENTS AND SHALL PAY (OUT OF ITS
OWN FUNDS) ANY SUCH ADJUSTMENTS DUE TO