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;
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(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 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
FIXED 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 FIXED 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 INTEREST AND PRINCIPAL ON ANY AUTHORIZED MORTGAGE FROM THE OPERATING
PROFITS OF ALL OF THE HOTELS SUBJECT TO SUCH AUTHORIZED MORTGAGE AND TO CREDIT
ANY SUCH PAYMENTS AGAINST DISBURSEMENT OBLIGATIONS FOR OWNER'S FIXED PRIORITY.
4.4
SALE OF A HOTEL TO AN AFFILIATE.
IN THE EVENT OF A SALE OR
TRANSFER OF PURCHASER'S INTEREST IN ANY HOTEL TO AN AFFILIATE OF THE PURCHASER
WITH SUCH AFFILIATE ASSUMING PURCHASER'S OBLIGATIONS UNDER THE LEASE, THIS
AGREEMENT SHALL
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REMAIN IN FULL FORCE AND EFFECT WITHOUT REGARD TO SUCH SALE OR TRANSFER.
4.5
SALE OF ALL