OFFER); AND (IV) THE OWNER'S SECOND PRIORITY SHALL BE
REDUCED BY ONE HALF OF ONE PERCENT (0.5%) OF SUCH NET PROCEEDS (OR, IN THE CASE
OF A REJECTION, ONE HALF OF ONE PERCENT (0.5%) OF SUCH PROJECTED NET PROCEEDS).
2.8
NO EARLY TERMINATION OF MANAGER; NATURE OF RELATIONSHIP ETC.
(A)
SO LONG AS THIS AGREEMENT IS IN FULL FORCE AND EFFECT AND OWNER IS
NOT ENTITLED PURSUANT TO THE TERMS HEREOF TO TERMINATE THIS AGREEMENT IN ITS
ENTIRETY, OWNER COVENANTS AND AGREES NOT TO HIRE, ENGAGE, APPOINT OR EMPLOY ANY
OTHER MANAGER TO
31
MANAGE ANY HOTEL PRIOR TO THE EXPIRATION OR EARLIER TERMINATION OF THE TERM WITH
RESPECT TO SUCH HOTEL.
ANY OTHERWISE APPLICABLE PRINCIPLES OF LAW
NOTWITHSTANDING, IT IS OWNER'S INTENT AND AGREEMENT THAT MANAGER SHALL MANAGE
EACH HOTEL PURSUANT TO THIS AGREEMENT THROUGH THE TERM SO LONG AS THIS AGREEMENT
IS IN FULL FORCE AND EFFECT WITH RESPECT TO SUCH HOTEL.
(B)
OWNER SHALL PROVIDE APPROPRIATE ASSET MANAGEMENT SERVICES WITH
RESPECT TO THE HOTELS AT NO COST OR EXPENSE TO MANAGER (AND SHALL USE REASONABLE
EFFORTS TO COOPERATE WITH MANAGER IN ORDER TO KEEP ALL GROUND, UNDERLYING AND
PARKING LEASES IN FULL FORCE AND EFFECT).
THE COSTS AND EXPENSES INCURRED BY
OWNER IN CONNECTION WITH PROVIDING SUCH ASSET MANAGEMENT SERVICES SHALL NOT BE
OPERATING COSTS.
OWNER SHALL, FROM TIME TO TIME, UPON THE REQUEST OF MANAGER
PROVIDE MANAGER WITH THE NAME, TELEPHONE NUMBER, FAX NUMBER AND EMAIL ADDRESS OF
THE INDIVIDUAL RESPONSIBLE FOR PROVIDING SUCH ASSET MANAGEMENT SERVICES.
MANAGER WILL COOPERATE WITH AND ASSIST THE OWNER IN EVERY REASONABLE AND PROPER
WAY TO PERMIT OWNER TO CARRY OUT ITS DUTIES AND EXERCISE ITS RIGHTS HEREUNDER
WITH RESPECT TO THE HOTELS.
(C)
WITHOUT LIMITING THE SCOPE OR INTENT OF THE PROVISIONS OF
SECTION 19.1 OF THIS AGREEMENT, EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT
(I) THE EXECUTION AND DELIVERY BY THE OTHER OF THIS AGREEMENT IS SUBSTANTIAL AND
ESSENTIAL CONSIDERATION FOR THEIR RESPECTIVE AFFILIATES' PURCHASE AND SALE OF
THE HOTELS (OTHER THAN THE BALTIMORE HOTEL) PURSUANT TO THE PURCHASE AGREEMENT,
(II) BUT FOR THE EXECUTION AND DELIVERY OF THIS AGREEMENT, MANAGER'S AFFILIATES
WOULD NOT HAVE SOLD THE HOTELS (OTHER THAN THE BALTIMORE HOTEL) TO PURCHASER
PURSUANT TO THE PURCHASE AGREEMENT, (III) BUT FOR THE EXECUTION AND DELIVERY OF
THIS AGREEMENT, OWNER'S AFFILIATES WOULD NOT HAVE PURCHASED THE HOTELS (OTHER
THAN THE BALTIMORE HOTEL) FROM MANAGER'S AFFILIATES OR THE BALTIMORE HOTEL FROM
THE BALTIMORE SELLER, (IV) THE TERMS AND PROVISIONS OF THE PURCHASE AGREEMENT
AND THE BALTIMORE PURCHASE AGREEMENT, INCLUDING THE PURCHASE PRICES SET FORTH
THEREIN, THE PR STOCK AGREEMENT AND THE PR LEASE WERE NEGOTIATED AND AGREED UPON
ON THE BASIS AND UPON THE CONDITION THAT THIS AGREEMENT BE EXECUTED AND
DELIVERED AT THE TIME OF THE CLOSING OF THE SALE OF THE HOTELS TO PURCHASER,
(V) THIS AGREEMENT FAIRLY, ACCURATELY AND FULLY SETS FORTH THE AGREEMENT BETWEEN
OWNER AND MANAGER REGARDING MANAGER'S MANAGEMENT OF THE HOTELS THROUGH THE TERM,
(VI) THERE ARE NO DUTIES OR