IN THE OPERATIONS OF THE HOTELS IN THE
ORDINARY COURSE, THE SAME SHALL BE GOVERNED BY SECTION 11.1; PROVIDED, HOWEVER,
TO THE EXTENT THAT SECTION 11.1 SHALL APPLY TO SUCH SERVICES OR COSTS, OWNER
SHALL BE ENTITLED TO ENGAGE A THIRD PARTY TO PERFORM SUCH SERVICES.
24.3
AUTHORIZATION.
OWNER REPRESENTS THAT IT HAS FULL POWER AND
AUTHORITY TO EXECUTE THIS AGREEMENT AND TO BE BOUND BY AND PERFORM THE TERMS
HEREOF.
MANAGER REPRESENTS IT HAS FULL POWER AND AUTHORITY TO EXECUTE THIS
AGREEMENT AND TO BE BOUND BY AND PERFORM THE TERMS HEREOF.
ON REQUEST, EACH
SUCH PARTY WILL FURNISH TO THE OTHER EVIDENCE OF SUCH AUTHORITY.
24.4
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD OR
DEEMED TO BE, OR SHALL IN FACT BE, INVALID, INOPERATIVE OR UNENFORCEABLE AS
APPLIED TO ANY PARTICULAR CASE IN ANY JURISDICTION OR JURISDICTIONS, OR IN ALL
JURISDICTIONS OR IN ALL CASES, BECAUSE OF THE CONFLICT OF ANY PROVISION WITH ANY
CONSTITUTION OR STATUTE OR RULE OF PUBLIC POLICY OR FOR ANY OTHER REASON, SUCH
CIRCUMSTANCE SHALL NOT HAVE THE EFFECT OF RENDERING THE PROVISION OR PROVISIONS
IN QUESTION INVALID, INOPERATIVE OR UNENFORCEABLE IN ANY OTHER JURISDICTION OR
IN ANY OTHER CASE OR CIRCUMSTANCE OR OF RENDERING ANY OTHER PROVISION OR
PROVISIONS HEREIN CONTAINED INVALID, INOPERATIVE OR UNENFORCEABLE TO THE EXTENT
THAT SUCH OTHER PROVISIONS ARE NOT THEMSELVES ACTUALLY IN CONFLICT WITH SUCH
CONSTITUTION, STATUTE OR RULE OF PUBLIC POLICY, BUT THIS AGREEMENT SHALL BE
REFORMED AND CONSTRUED IN ANY SUCH JURISDICTION OR CASE AS IF SUCH INVALID,
INOPERATIVE OR UNENFORCEABLE PROVISION HAD NEVER BEEN CONTAINED HEREIN AND SUCH
PROVISION REFORMED SO THAT IT WOULD BE VALID, OPERATIVE AND ENFORCEABLE TO THE
MAXIMUM EXTENT PERMITTED IN SUCH JURISDICTION OR IN SUCH CASE.
24.5
MERGER.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SHALL SUPERSEDE AND
TAKE THE PLACE OF ANY OTHER INSTRUMENTS PURPORTING TO BE AN AGREEMENT OF THE
PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF.
86
24.6
FORMALITIES.
ANY AMENDMENT OR MODIFICATION OF THIS AGREEMENT MUST
BE IN WRITING SIGNED BY ALL PARTIES HERETO.
THIS AGREEMENT MAY BE EXECUTED IN
ONE OR MORE COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL.
24.7
CONSENT TO JURISDICTION; NO JURY TRIAL.
(A)
EXCEPT AS PROVIDED IN SECTION 24.19, ALL ACTIONS AND PROCEEDINGS
ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT SHALL BE BROUGHT, HEARD,
AND DETERMINED EXCLUSIVELY IN AN OTHERWISE APPROPRIATE FEDERAL OR STATE COURT
LOCATED WITHIN THE STATE OF MARYLAND.
EXCEPT AS PROVIDED IN SECTION 24.19, THE
PARTIES HEREBY (A) SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY MARYLAND FEDERAL
OR STATE COURT OF OTHERWISE COMPETENT JURISDICTION FOR THE PURPOSE OF ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND (B) VOLUNTARILY
AND IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT BY WAY OF MOTION, DEFENSE, OR
OTHERWISE IN ANY SUCH ACTION OR PROCEEDING, ANY CLAIM OR DEFENSE THAT THEY ARE
NOT PERSONALLY SUBJECT TO