ANY PORTION OF THIS AGREEMENT OR ANY RIGHTS
ARISING UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF MANAGER EXCEPT
(I)IN CONNECTION WITH A SALE OF A HOTEL IN ACCORDANCE WITH THE TERMS OF SECTIONS
4.4 OR 4.5, (II) TO PURCHASER OR AN AFFILIATE OF PURCHASER,(III) TO MANAGER OR
AN AFFILIATE OF MANAGER, (IV) TO AN AFFILIATE OF OWNER IN A MERGER, CORPORATE
RESTRUCTURING OR CONSOLIDATION OF PURCHASER OR ANY OF ITS AFFILIATES,(V) IN
CONNECTION WITH THE GRANTING OF AN AUTHORIZED MORTGAGE OR (VI) TO A SUBSTITUTE
TENANT AS PROVIDED IN SECTION 4.2; PROVIDED, HOWEVER, IN EACH INSTANCE (OTHER
THAN IN CONNECTION WITH A COLLATERAL ASSIGNMENT) THAT THE ASSIGNEE HEREOF
ASSUMES ALL OF OWNER'S OBLIGATION HEREUNDER AND UNDER THE OTHER TRANSACTION
DOCUMENTS THEREAFTER ACCRUING.
(D)
IN THE EVENT EITHER PARTY CONSENTS TO AN ASSIGNMENT OF THIS
AGREEMENT BY THE OTHER, NO FURTHER ASSIGNMENT SHALL BE MADE WITHOUT THE EXPRESS
CONSENT IN WRITING OF SUCH PARTY, UNLESS SUCH ASSIGNMENT MAY OTHERWISE BE MADE
WITHOUT SUCH CONSENT PURSUANT TO THE TERMS OF THIS AGREEMENT.
AN ASSIGNMENT BY
OWNER OF ITS INTEREST IN THIS AGREEMENT APPROVED OR PERMITTED PURSUANT TO THE
TERMS HEREOF SHALL RELIEVE OWNER OF ITS OBLIGATIONS UNDER THIS AGREEMENT
THEREAFTER ACCRUING.
82
(E)
IN THE EVENT FIFTY PERCENT (50%) OR MORE OF THE HOTELS COMPRISING
THE BRAND CEASE TO BE STAYBRIDGE SUITES HOTELS AND ARE CONVERTED TO ANOTHER
BRAND IN A SINGLE TRANSACTION OR A SERIES OF RELATED TRANSACTIONS, OWNER MAY
ELECT TO REQUIRE MANAGER TO PROMPTLY CONVERT AT ITS OWN COST AND EXPENSE (AND
NOT AS AN OPERATING COST AND WITHOUT REIMBURSEMENT FROM THE RESERVE ACCOUNT) THE
HOTELS TO THE BRAND OF HOTELS TO WHICH SUCH OTHER HOTELS ARE CONVERTED.
IN SUCH
EVENT, ALL REFERENCES HEREIN TO "STAYBRIDGE SUITES" SHALL BE DEEMED TO REFER TO
THE TRADE NAME OF THE SYSTEM OF HOTELS TO WHICH THE HOTELS ARE TO BE SO
CONVERTED.
21.2
BINDING EFFECT.
THE TERMS, PROVISIONS, COVENANTS, UNDERTAKINGS,
AGREEMENTS, OBLIGATIONS AND CONDITIONS OF THIS AGREEMENT SHALL BE BINDING UPON
AND SHALL INURE TO THE BENEFIT OF THE SUCCESSORS IN INTEREST AND THE ASSIGNS OF
THE PARTIES HERETO WITH THE SAME EFFECT AS IF MENTIONED IN EACH INSTANCE WHERE
THE PARTY HERETO IS NAMED OR REFERRED TO, EXCEPT THAT NO ASSIGNMENT, TRANSFER,
SALE, PLEDGE, ENCUMBRANCE, MORTGAGE, LEASE OR SUBLEASE BY OR THROUGH OWNER, AS
THE CASE MAY BE, IN VIOLATION OF THE PROVISIONS OF THIS AGREEMENT SHALL VEST ANY
RIGHTS IN THE ASSIGNEE, TRANSFEREE, PURCHASER, SECURED PARTY, MORTGAGEE,
PLEDGEE, LESSEE, SUBLESSEE OR OCCUPANT.
ARTICLE 22
RECORDING
22.1
MEMORANDUM OF AGREEMENT.
AS OF THE APPLICABLE EFFECTIVE DATE WITH
RESPECT TO EACH HOTEL, AT THE OPTION OF MANAGER, OWNER AND MANAGER AGREE TO
EXECUTE, ACKNOWLEDGE AND RECORD A MEMORANDUM OF THIS AGREEMENT IN THE LAND
RECORDS OF THE STATES AND COUNTIES WHERE SUCH HOTELS IS LOCATED, IN A FORM
REASONABLY SATISFACTORY TO MANAGER.
ARTICLE 23
FORCE MAJEURE
23.1
OPERATION OF HOTEL.
IF AT ANY TIME DURING THE TERM IT BECOMES
NECESSARY IN MANAGER'S REASONABLE OPINION TO CEASE OR ALTER