TO PROVIDING SUCH DISCLOSURE
UNDER SEAL AND/OR PURSUANT TO A PROTECTIVE ORDER; AND (II) PROVIDE REASONABLE
ADVANCE WRITTEN NOTICE OF SUCH REQUIRED DISCLOSURE TO THE PARTY THAT OWNS SUCH
CONFIDENTIAL INFORMATION.
NOTWITHSTANDING THE FOREGOING, THE ADVISOR
ACKNOWLEDGES AND AGREES THAT THE COMPANY MAY BE REQUIRED TO DISCLOSE THIS
AGREEMENT IN CONNECTION WITH ITS REPORTING OBLIGATIONS UNDER THE RULES AND
REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION.
9.
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS UNDER THIS
AGREEMENT SHALL BE DATED AND IN WRITING AND SHALL BE DEEMED GIVEN (A) WHEN
DELIVERED PERSONALLY BY HAND (WITH WRITTEN CONFIRMATION OF RECEIPT), (B) WHEN
SENT BY FACSIMILE (WITH WRITTEN CONFIRMATION OF TRANSMISSION) OR (C) ONE
BUSINESS DAY FOLLOWING THE DAY SENT BY OVERNIGHT COURIER (WITH WRITTEN
CONFIRMATION OF RECEIPT), IN EACH CASE AT THE FOLLOWING ADDRESSES AND FACSIMILE
NUMBERS (OR TO SUCH OTHER ADDRESS OR FACSIMILE NUMBER AS A PARTY MAY HAVE
SPECIFIED BY WRITTEN NOTICE GIVEN TO THE OTHER PARTY PURSUANT TO THIS
PROVISION):
If to the Company, to:
CNL Hotels & Resorts, Inc.
450 South Orange Avenue
5
Orlando, Florida 32801
Facsimile: (407) 648-0398
Attn:
Greerson G. McMullen, Esq.
If to the Advisor, to:
CNL Hospitality Corp.
450 South Orange Avenue
Orlando, Florida 32801
Facsimile:
(407) 843-4444
Attn:
Timothy Manor, Esq.
10.
MISCELLANEOUS.
(A)
THE PARTIES HERETO ACKNOWLEDGE THAT THEY HAVE
COMPLETELY READ, FULLY UNDERSTAND, AND VOLUNTARILY ACCEPT THE TERMS OF THIS
AGREEMENT, HAVING BEEN ADVISED BY THEIR OWN INDEPENDENT COUNSEL OF THE SCOPE AND
LEGAL EFFECT HEREOF.
THIS AGREEMENT WAS PREPARED BY ALL SIGNATORIES HERETO AND
IN CASE OF AMBIGUITY SHALL NOT BE CONSTRUED MORE STRONGLY AGAINST ONE THAN
AGAINST THE OTHER.
(B)
THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE
LAWS OF THE STATE OF FLORIDA AND SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW THEREOF.
THE PARTIES HEREBY IRREVOCABLY CONSENT
TO THE JURISDICTION OF ALL COURTS (STATE AND FEDERAL) SITTING IN THE STATE OF
FLORIDA IN CONNECTION WITH ANY CLAIM, ACTION OR PROCEEDING RELATING TO OR IN
CONNECTION WITH THIS AGREEMENT, AND HEREBY WAIVE ANY DEFENSE OF FORUM NON
CONVENIENS OR OTHER SUCH CLAIM OR DEFENSE IN RESPECT OF THE LODGING OF ANY SUCH
CLAIM, ACTION OR PROCEEDING IN ANY SUCH COURT.
(C)
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
THE PARTIES HERETO, THEIR RESPECTIVE HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS
AND ASSIGNS.
(D)
IF ANY TERM OR OTHER PROVISION OF THIS AGREEMENT IS INVALID,
ILLEGAL OR INCAPABLE OF BEING ENFORCED BY ANY RULE OF LAW OR PUBLIC POLICY, ALL
OTHER CONDITIONS AND PROVISIONS OF THIS AGREEMENT SHALL NEVERTHELESS REMAIN IN
FULL FORCE AND EFFECT.
UPON SUCH DETERMINATION BY A COURT OR TRIBUNAL OF
COMPETENT JURISDICTION THAT ANY TERM OR OTHER PROVISION IS INVALID, ILLEGAL OR
INCAPABLE OF BEING ENFORCED, THE PARTIES HERETO SHALL NEGOTIATE IN GOOD FAITH TO
MODIFY THIS AGREEMENT SO AS TO EFFECT THE ORIGINAL INTENT OF THE PARTIES AS
CLOSELY