REMAINING
IN THE RESERVE ACCOUNT AFTER PAYMENTS OF ALL EXPENSES ON ACCOUNT OF CAPITAL
REPLACEMENTS APPROPRIATELY INCURRED BY MANAGER DURING THE TERM.
(F)
UNLESS AND UNTIL THE AFFILIATES OF THE MANAGER WHICH SOLD THE
HOTELS TO PURCHASER AND THE STOCK OF THE OWNER OF THE PR PROPERTY TO AN
AFFILIATE OF OWNER HAVE EXPENDED $25,000,000 (NET OF ANY APPLICABLE GST THAT IS
REFUNDABLE) OF THEIR OWN
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FUNDS TO MAKE CAPITAL REPLACEMENTS AT THE POOLED FF&E HOTELS (OTHER THAN THE
BALTIMORE HOTEL), OWNER SHALL HAVE NO OBLIGATION TO MAKE OR TO CAUSE PURCHASER
TO MAKE ANY ADVANCES TO THE RESERVE ACCOUNT.
(G)
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF
OWNER ADVISES MANAGER THAT IN OWNER'S OPINION, THE FAIR MARKET VALUE OF ALL
PERSONAL PROPERTY OF PURCHASER AT, ABOUT OR WHICH FORMS A PART OF A HOTEL IS
EQUAL TO OR EXCEEDS THIRTEEN AND ONE-HALF PERCENT (13.5%) OF THE FAIR MARKET
VALUE OF ALL PROPERTY OF PURCHASER PERTAINING TO SUCH HOTEL (INCLUDING ALL SUCH
PERSONAL PROPERTY, THE BUILDING AND THE UNDERLYING LAND OR GROUND LEASE),
MANAGER AND ITS AFFILIATES SHALL NOT USE FUNDS FROM THE RESERVE ACCOUNTS OR
WHICH ARE REQUIRED TO BE EXPENDED PURSUANT TO THE PURCHASE AGREEMENT TO PURCHASE
ADDITIONAL PERSONAL PROPERTY FOR USE AT, ABOUT OR AS PART OF SUCH HOTEL WITHOUT
OWNER'S PRIOR WRITTEN CONSENT, WHICH CONSENT MAY BE GRANTED OR WITHHELD IN
OWNER'S SOLE AND ABSOLUTE JUDGMENT.
(H)
NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION 5.2 TO THE
CONTRARY, OWNER WILL DEPOSIT (OR WILL CAUSE PURCHASER TO DEPOSIT) $1,000,000
INTO THE RESERVE ACCOUNT AS OF JANUARY 1, 2007 AND AN ADDITIONAL $1,300,000 INTO
THE RESERVE ACCOUNT AS OF JANUARY 1, 2008; PROVIDED, HOWEVER, THAT, SUBJECT TO
SECTION 5.2(G), MANAGER SHALL APPLY ALL SUCH AMOUNTS TO THE COSTS ASSOCIATED
WITH REBRANDING THE BALTIMORE HOTEL AS AN INTERCONTINENTAL HOTEL (INCLUDING,
WITHOUT LIMITATION, ANY CAPITAL REPLACEMENTS ASSOCIATED WITH SUCH REBRANDING) OR
TO REIMBURSE MANAGER FOR ANY SUCH REBRANDING COSTS TO THE EXTENT PREVIOUSLY
INCURRED DIRECTLY BY MANAGER.
(I)
IN ADDITION, OWNER SHALL DEPOSIT (OR CAUSE PURCHASER TO DEPOSIT)
$1,420,000 INTO THE RESERVE ACCOUNT, AND MANAGER SHALL DEPOSIT $400,000 INTO THE
RESERVE ACCOUNT, IN EACH CASE ON OR BEFORE THE DATE WHICH IS SIX (6) MONTHS
FOLLOWING THE EFFECTIVE DATE WITH RESPECT TO THE BALTIMORE HOTEL.
MANAGER SHALL
APPLY ALL AMOUNTS SO DEPOSITED BY OWNER OR PURCHASER TO THE COSTS OF REPLACING
THE ROOF MEMBRANE AS CONTEMPLATED BY SECTION 4.4 OF THE BALTIMORE DECLARATION.
MANAGER SHALL APPLY ALL AMOUNTS SO DEPOSITED BY MANAGER TO THE COSTS OF MAKING
CERTAIN UPGRADES TO THE BUILDING SYSTEMS AT THE BALTIMORE HOTEL.
BOTH OWNER AND
MANAGER ACKNOWLEDGE AND AGREE THAT (I) NEITHER OF THEM SHALL BE ENTITLED TO ANY
MANNER OF REIMBURSEMENT OR REFUND FOR ANY SUCH AMOUNTS SO DEPOSITED (INCLUDING,
WITHOUT LIMITATION, ANY ADJUSTMENT TO THE BASE PRIORITY AMOUNT OR ANY RETURN OR
REIMBURSEMENT FOR SUCH AMOUNTS UNDER SECTION 10.1); (II) NEITHER OF THEM SHALL
BE REQUIRED TO DEPOSIT ANY ADDITIONAL AMOUNT INTO THE RESERVE ACCOUNT UNDER THIS
SECTION 5.2(I) EVEN
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