(I)
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EFFECTUATE A SALE OR OTHER TRANSFER OF A HOTEL SUBJECT TO THE TERMS OF
SECTIONS 4.4 AND 4.5 OF THIS AGREEMENT; OR (II) OBTAIN ANY AUTHORIZED MORTGAGE.
(G)
NEGOTIATE, ENTER INTO AND ADMINISTER SERVICE CONTRACTS AND
LICENSES FOR THE OPERATION OF THE HOTELS, INCLUDING, WITHOUT LIMITATION, AND TO
THE EXTENT APPROPRIATE, CONTRACTS AND LICENSES FOR HEALTH AND SAFETY SYSTEMS
MAINTENANCE, ELECTRICITY, GAS, TELEPHONE, CLEANING, ELEVATOR AND BOILER
MAINTENANCE, AIR CONDITIONING MAINTENANCE, LAUNDRY AND DRY CLEANING, MASTER
TELEVISION SERVICE, USE OF COPYRIGHTED MATERIALS (SUCH AS MUSIC AND VIDEOS),
ENTERTAINMENT AND OTHER SERVICES AS MANAGER DEEMS ADVISABLE.
(H)
NEGOTIATE, ENTER INTO AND ADMINISTER CONTRACTS FOR THE USE OF
BANQUET AND MEETING FACILITIES AND GUEST ROOMS BY GROUPS AND INDIVIDUALS.
(I)
TAKE REASONABLE ACTION TO COLLECT AND INSTITUTE IN ITS OWN NAME
OR IN THE NAME OF OWNER OR A HOTEL, IN EACH INSTANCE AS MANAGER IN ITS
REASONABLE DISCRETION DEEMS APPROPRIATE, LEGAL ACTIONS OR PROCEEDINGS TO COLLECT
CHARGES, RENT OR OTHER INCOME DERIVED FROM THE OPERATION OF THE HOTELS OR TO
OUST OR DISPOSSESS GUESTS, TENANTS, MEMBERS OR OTHER PERSONS IN POSSESSION
THEREFROM, OR TO CANCEL OR TERMINATE ANY LEASE, LICENSE OR CONCESSION AGREEMENT
FOR THE BREACH THEREOF OR DEFAULT THEREUNDER BY THE TENANT, LICENSEE OR
CONCESSIONAIRE.
(J)
MAKE REPRESENTATIVES AVAILABLE TO CONSULT WITH AND ADVISE OWNER
OR OWNER'S DESIGNEE AT OWNER'S REASONABLE REQUEST CONCERNING POLICIES AND
PROCEDURES AFFECTING THE CONDUCT OF THE BUSINESS OF THE HOTELS.
(K)
COLLECT AND ACCOUNT FOR AND REMIT TO GOVERNMENT AGENCIES ALL
APPLICABLE EXCISE, SALES, VALUE ADDED, OCCUPANCY AND USE TAXES OR SIMILAR
GOVERNMENTAL CHARGES COLLECTED BY OR AT THE HOTELS DIRECTLY FROM GUESTS,
MEMBERS, OTHER PATRONS, TENANTS, LICENSEES, CONCESSIONAIRES OR OTHER OCCUPANTS,
OR AS PART OF THE SALES PRICE OF ANY GOODS, SERVICES, RENTALS OR DISPLAYS, SUCH
AS GROSS RECEIPTS, ADMISSION OR SIMILAR OR EQUIVALENT TAXES, DUTIES, LEVIES OR
CHARGES, AND PREPARE, SIGN AND SUBMIT TO THE APPLICABLE GOVERNMENT AGENCIES THE
APPLICABLE RETURNS AND REPORTS THEREFOR ON BEHALF OF OWNER, IN OWNER'S NAME AND
USING OWNER'S REGISTRATION.
(L)
KEEP OWNER ADVISED OF EVENTS WHICH MIGHT REASONABLY BE EXPECTED
TO HAVE A MATERIAL EFFECT ON THE FINANCIAL PERFORMANCE OR VALUE OF ANY HOTEL.
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(M)
TO THE EXTENT IN MANAGER'S CONTROL, OBTAIN AND MAINTAIN ALL
APPROVALS NECESSARY TO USE AND OPERATE THE HOTELS IN ACCORDANCE WITH THE
APPLICABLE BRAND STANDARDS, OPERATING STANDARDS AND LEGAL REQUIREMENTS.
(N)
USE ITS REASONABLE EFFORTS TO KEEP ALL GROUND, UNDERLYING AND
PARKING LEASES IN FULL FORCE AND EFFECT AND ARRANGE APPROPRIATE SUBSTITUTES FOR
ANY SUCH LEASE WHICH CEASES TO BE OR IS REASONABLY ANTICIPATED TO CEASE TO BE IN
FULL FORCE AND IN EFFECT.
(O)
EXCEPT FOR THE OBLIGATIONS OF OWNER OR OWNER'S AFFILIATE ARISING
PURSUANT TO THAT CERTAIN SIXTH SUPPLEMENT TO THE BALTIMORE DECLARATION, COMPLY
WITH ALL OF THE OBLIGATIONS OF OWNER AND OWNER'S AFFILIATE UNDER THE BALTIMORE
DECLARATION IN THEIR CAPACITIES AS OWNERS AND/OR OPERATORS OF THE BALTIMORE
HOTEL (INCLUDING, WITHOUT LIMITATION, THE BALTIMORE HEALTH CLUB AND THE
BALTIMORE CENTRAL PLANT).
NOTWITHSTANDING THE FOREGOING, MANAGER