TERMS, CONDITIONS AND COVENANTS SET FORTH HEREIN, EXCEPT THAT THE
SUCCESSOR PURCHASER SHALL NOT BE (1) BOUND BY ANY PAYMENT OF OWNER'S PRIORITY,
OWNER'S PERCENTAGE PRIORITY OR THE RESIDUAL DISTRIBUTION IN ADVANCE OF WHEN DUE;
(2) BOUND BY ANY AMENDMENT OR MODIFICATION OF THIS AGREEMENT MADE AFTER THE DATE
THAT MANAGER FIRST HAD WRITTEN NOTICE OF SUCH AUTHORIZED MORTGAGE WITHOUT THE
CONSENT OF THE HOLDER THEREOF; (3) LIABLE IN ANY WAY TO MANAGER FOR ANY ACT OR
OMISSION, NEGLECT OR DEFAULT ON THE PART OF PURCHASER OR OWNER UNDER THIS
AGREEMENT; (4) OBLIGATED TO PERFORM ANY WORK OR IMPROVEMENTS TO BE DONE BY
PURCHASER OR OWNER OR TO MAKE ANY ADVANCES EXCEPT FOR THOSE ADVANCES TO BE MADE
PURSUANT TO SECTION 5.2(C) FROM AND AFTER THE DATE ON WHICH SUCH SUCCESSOR
PURCHASER ACQUIRED THE HOTEL(S); OR (5) SUBJECT TO ANY COUNTERCLAIM OR SETOFF
WHICH THERETOFORE ACCRUED TO MANAGER AGAINST PURCHASER OR OWNER;
(E)
IN THE EVENT OF A CASUALTY OR CONDEMNATION
AFFECTING ANY PLEDGED HOTEL WHICH DOES NOT RESULT IN THE TERMINATION OF THIS
AGREEMENT WITH RESPECT TO SUCH PLEDGED HOTEL, THE NET INSURANCE PROCEEDS OR
AWARD SHALL BE APPLIED TO THE RESTORATION OF SUCH HOTEL AS HEREIN PROVIDED; AND
(F)
SUCH OTHER TERMS AS ARE CUSTOMARY FOR
SIMILAR AGREEMENTS.
(B)
IN THE EVENT LESS THAN ALL OF THE HOTELS ARE TO SECURE THE LOAN OR
OTHER DEBT SECURED BY AN AUTHORIZED MORTGAGE, OWNER SHALL HAVE THE RIGHT TO
CAUSE THE PLEDGED HOTELS TO BE MANAGED PURSUANT TO A SEPARATE MANAGEMENT
AGREEMENT WHICH AGREEMENT SHALL BE FOR A TERM EQUAL TO THE UNEXPIRED PORTION OF
THE TERM AND OTHERWISE ON SUBSTANTIALLY THE SAME TERMS OF THIS AGREEMENT EXCEPT
AS OTHERWISE PROVIDED HEREIN, PROVIDED THAT THE PLEDGED
37
HOTELS IN THE AGGREGATE AND THE REMAINING HOTELS IN THE AGGREGATE SHALL HAVE
PRIORITY COVERAGE RATIOS FOR THE 12-MONTH PERIOD ENDING ON THE LAST DAY OF THE
MONTH NEXT PRIOR TO THE DATE ON WHICH SUCH AUTHORIZED MORTGAGE IS GRANTED EQUAL
TO EACH OTHER OR EQUAL TO, OR GREATER THAN, 1.3.
IN CONNECTION WITH ENTERING
INTO SUCH SEPARATE MANAGEMENT AGREEMENT, THE PARTIES SHALL MAKE APPROPRIATE
ALLOCATIONS OF OWNER'S PRIORITY, AMOUNTS IN THE RESERVE ACCOUNT, THE WORKING
CAPITAL, AND ANY OUTSTANDING ADVANCES MADE BY OWNER, MANAGER OR THEIR RESPECTIVE
AFFILIATES SO THAT THE OBLIGATIONS ALLOCABLE TO THE HOTELS SUBJECT TO SUCH
AUTHORIZED MORTGAGE SHALL NOT BE DUE FROM THE OTHER HOTELS AND VICE VERSA.
THE
ALLOCATION OF OWNER'S PRIORITY FOR EACH HOTEL SHALL BE PROPORTIONAL TO THE NOI
OF SUCH HOTEL FOR THE THEN MOST RECENTLY ENDED TWELVE (12) MONTHS RELATIVE TO
THE NOI OF ALL THE OTHER HOTELS FOR SUCH PERIOD.
WITHOUT THE CONSENT OF
MANAGER, THE HOLDER OF ANY AUTHORIZED MORTGAGE SHALL HAVE THE RIGHT TO ELECT TO
BE SUBJECT AND SUBORDINATE TO THIS AGREEMENT, SUCH SUBORDINATION TO BE EFFECTIVE
UPON SUCH TERMS AND CONDITIONS AS SUCH HOLDER MAY DIRECT WHICH ARE NOT
INCONSISTENT WITH THE PROVISIONS HEREOF.
(C)
MANAGER SHALL BE ENTITLED TO PAY ANY OVERDUE REGULARLY SCHEDULED
PAYMENTS OF