THE
HOTELS OR ANY PORTION THEREOF.
24.24
CURRENCY.
(A)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
HEREIN, EACH REFERENCE HEREIN TO ANY DOLLAR AMOUNT IS A REFERENCE TO SUCH AMOUNT
OF UNITED STATES DOLLARS.
ALL REMITTANCES TO OWNER HEREUNDER SHALL BE IN UNITED
STATES DOLLARS.
TO THE EXTENT THAT ANY AMOUNT TO BE SO REMITTED TO OWNER OR
TRANSFERRED TO THE RESERVE ACCOUNT IS HELD BY MANAGER IN ANOTHER CURRENCY,
MANAGER SHALL EXCHANGE SUCH CURRENCY TO UNITED STATES DOLLARS, AT THE BEST RATES
THEN COMMERCIALLY REASONABLY AVAILABLE TO MANAGER AT THE TIME OF SUCH EXCHANGE
FOR SUCH PURPOSE, AND ALL COSTS OF SUCH EXCHANGE SHALL BE AN OPERATING COST.
MANAGER SHALL BEAR NO RISK OR RESPONSIBILITY AND MAKES HEREIN NO COVENANT OF
PROTECTION TO OWNER IN RESPECT OF EXCHANGE RATE MOVEMENTS WHICH MAY WORK
ADVERSELY TO THE INTERESTS OF OWNER HEREUNDER.
(B)
ALL REVENUES AND EXPENSES OF THE HOTELS
WHICH ARE DENOMINATED IN A CURRENCY OTHER THAN UNITED STATES DOLLARS SHALL BE
RECORDED AND REPORTED BOTH IN UNITED STATES DOLLARS AND IN THE CURRENCY(IES) IN
WHICH SUCH AMOUNTS ARE EARNED OR EXPENDED.
SUCH OTHER CURRENCY(IES) SHALL BE
CONVERTED TO UNITED STATES DOLLARS USING A REASONABLE METHOD CONSISTENT WITH THE
ACCOUNTING PRINCIPLES THEN EMPLOYED BY MANAGER AND ITS AFFILIATES WHEN
ACCOUNTING FOR FOREIGN CURRENCIES.
108
24.25
BALTIMORE HOTEL.
(A)
THE PARTIES HERETO ACKNOWLEDGE AND AGREE
THAT THE BALTIMORE HOTEL IS PART OF A LARGER MULTI-USE DEVELOPMENT THAT INCLUDES
THE BALTIMORE PARKING GARAGE, AN OFFICE BUILDING AND RESIDENTIAL CONDOMINIUMS
AND THAT, FOR PURPOSES OF THIS AGREEMENT, THE BALTIMORE HOTEL INCLUDES ONLY
CERTAIN SPECIFIC ELEMENTS OF THAT DEVELOPMENT.
THE PARTIES HERETO ACKNOWLEDGE
AND AGREE THAT CERTAIN BUILDING SYSTEMS AND COSTS ARE SHARED AMONG THE VARIOUS
ELEMENTS OF SUCH DEVELOPMENT AND THAT OWNER'S AFFILIATE OWNS OTHER ELEMENTS IN
THE DEVELOPMENT BESIDES THE BALTIMORE HOTEL.
FURTHER, SHARED COSTS ARE
ALLOCATED AMONGST THE VARIOUS ELEMENTS OF THE DEVELOPMENT IN ACCORDANCE WITH THE
TERMS AND CONDITIONS OF THE BALTIMORE DECLARATION AND THE BALTIMORE MAINTENANCE
MEMORANDUM.
IF A DISPUTE SHOULD EVER ARISE BETWEEN OWNER AND OWNER'S AFFILIATE,
ON THE ONE HAND, AND MANAGER, ON THE OTHER HAND, WITH RESPECT TO THE ALLOCATION
OF COSTS BETWEEN THE BALTIMORE HOTEL AND THE OTHER ELEMENTS IN THE DEVELOPMENT
OR WITH RESPECT TO THE PROPER CLASSIFICATION OF ANY ELEMENT OF THE DEVELOPMENT
AS A PORTION OF THE BALTIMORE HOTEL OR ANY OF THE OTHER ELEMENTS IN THE
DEVELOPMENT, AND THE PARTIES ARE NOT ABLE TO RESOLVE SUCH DISPUTE WITHIN THIRTY
(30) CALENDAR DAYS AFTER IT ARISES, SUCH DISPUTE SHALL BE SUBJECT TO ARBITRATION
IN ACCORDANCE WITH SECTION 24.20.
(B)
TO THE EXTENT THAT MANAGER INCURS ANY
PERSONAL LIABILITY OR ANY PERSONAL OBLIGATION TO OWNER PURSUANT TO THIS
AGREEMENT WITH RESPECT TO ANY MATTER THAT IS (IN THE REASONABLE OPINION OF
OWNER) COVERED OR OFF-SET BY ANY LIABILITY, OBLIGATION, REPRESENTATION,
WARRANTY, COVENANT OR INDEMNITY FROM BALTIMORE SELLER PURSUANT TO THE BALTIMORE
PURCHASE AGREEMENT, THEN OWNER AGREES TO CAUSE OWNER'S AFFILIATE TO LOOK TO THE
REMEDIES AFFORDED TO IT PURSUANT TO THE BALTIMORE PURCHASE AGREEMENT