PURCHASER OR ANY OF ITS
AFFILIATES,(V) IN CONNECTION WITH THE GRANTING OF AN AUTHORIZED MORTGAGE OR
(VI) TO A SUBSTITUTE TENANT AS PROVIDED IN SECTION 4.2; PROVIDED, HOWEVER, IN
EACH INSTANCE (OTHER THAN IN CONNECTION WITH A COLLATERAL ASSIGNMENT) THAT THE
ASSIGNEE HEREOF ASSUMES ALL OF OWNER'S OBLIGATION HEREUNDER AND UNDER THE OTHER
TRANSACTION DOCUMENTS THEREAFTER ACCRUING.
(D)
IN THE EVENT EITHER PARTY CONSENTS TO AN
ASSIGNMENT OF THIS AGREEMENT BY THE OTHER, NO FURTHER ASSIGNMENT SHALL BE MADE
WITHOUT THE EXPRESS CONSENT IN WRITING OF SUCH PARTY, UNLESS SUCH ASSIGNMENT MAY
OTHERWISE BE MADE WITHOUT SUCH CONSENT PURSUANT TO THE TERMS OF THIS AGREEMENT.
AN ASSIGNMENT BY OWNER OF ITS INTEREST IN THIS AGREEMENT APPROVED OR PERMITTED
PURSUANT TO THE TERMS HEREOF SHALL RELIEVE OWNER OF ITS OBLIGATIONS UNDER THIS
AGREEMENT THEREAFTER ACCRUING.
(E)
IN THE EVENT FIFTY PERCENT (50%) OR MORE OF
THE HOTELS COMPRISING A BRAND CEASE TO BE STAYBRIDGE SUITES, INTERCONTINENTAL,
CROWNE PLAZA OR HOLIDAY INN, AS APPLICABLE, HOTELS AND ARE CONVERTED TO ANOTHER
BRAND IN A SINGLE TRANSACTION OR A SERIES OF RELATED TRANSACTIONS, OWNER MAY
ELECT TO REQUIRE MANAGER TO PROMPTLY CONVERT AT ITS OWN COST AND EXPENSE (AND
NOT AS AN OPERATING COST AND WITHOUT REIMBURSEMENT FROM THE RESERVE ACCOUNT) THE
APPLICABLE HOTELS TO THE BRAND OF HOTELS TO WHICH SUCH OTHER HOTELS ARE
CONVERTED.
IN SUCH EVENT, ALL REFERENCES HEREIN TO "STAYBRIDGE SUITES",
"INTERCONTINENTAL", "CROWNE PLAZA" OR "HOLIDAY INN", AS APPLICABLE, SHALL BE
DEEMED TO REFER TO THE TRADE NAME OF THE SYSTEM OF HOTELS TO WHICH THE HOTELS
ARE TO BE SO CONVERTED.
21.2
BINDING EFFECT.
THE TERMS, PROVISIONS,
COVENANTS, UNDERTAKINGS, AGREEMENTS, OBLIGATIONS AND CONDITIONS OF THIS
AGREEMENT SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE SUCCESSORS
IN INTEREST AND THE ASSIGNS OF THE PARTIES HERETO WITH THE SAME EFFECT AS IF
MENTIONED IN EACH INSTANCE WHERE THE PARTY HERETO IS NAMED OR REFERRED TO,
EXCEPT THAT NO ASSIGNMENT, TRANSFER, SALE, PLEDGE, ENCUMBRANCE, MORTGAGE, LEASE
OR SUBLEASE BY OR THROUGH OWNER, AS THE CASE MAY BE, IN VIOLATION OF THE
PROVISIONS OF THIS AGREEMENT SHALL VEST ANY RIGHTS IN THE ASSIGNEE, TRANSFEREE,
PURCHASER, SECURED PARTY, MORTGAGEE, PLEDGEE, LESSEE, SUBLESSEE OR OCCUPANT.
91
ARTICLE 22
RECORDING
22.1
MEMORANDUM OF AGREEMENT.
AS OF THE EFFECTIVE
DATE, AT THE OPTION OF MANAGER, OWNER AND MANAGER AGREE TO EXECUTE, ACKNOWLEDGE
AND RECORD A MEMORANDUM OF THIS AGREEMENT IN THE LAND RECORDS OF THE STATES AND
COUNTIES WHERE THE HOTELS ARE LOCATED, IN A FORM REASONABLY SATISFACTORY TO
MANAGER.
ARTICLE 23
FORCE MAJEURE
23.1
OPERATION OF HOTEL.
IF AT ANY TIME DURING THE
TERM IT BECOMES NECESSARY IN MANAGER'S REASONABLE OPINION TO CEASE OR ALTER
OPERATIONS AT ANY HOTEL IN ORDER TO PROTECT THE HEALTH, SAFETY AND WELFARE OF
THE GUESTS AND/OR EMPLOYEES OF SUCH HOTEL, OR SUCH HOTEL ITSELF, FOR REASONS OF
FORCE MAJEURE BEYOND THE CONTROL OF MANAGER SUCH AS, BUT NOT LIMITED TO, ACTS OF
WAR, INSURRECTION, CIVIL STRIFE AND COMMOTION, LABOR UNREST OR ACTS OF GOD, THEN