Common use of Duties and Obligations of the General Partner Clause in Contracts

Duties and Obligations of the General Partner. A. The General Partner shall take all action which may be necessary or appropriate for the acquisition, development, maintenance, preservation, and operation of the properties and assets of the Partnership in accordance with the provisions of this Agreement and applicable laws and regulations (it being understood and agreed, however, that the General Partner shall be permitted to cause the partnership to contract with other Persons for the direct performance of day-to-day management or operational services for the Inns and other properties of the Partnership (and to pay fees therefor in such amounts as the General Partner determines to be fair and equitable) and that the General Partner shall have no obligation to perform such services itself, the General Partner's obligation with respect thereto being limited to using its best efforts to cause the Partnership to locate and employ a manager or operator to perform such services). The General Partner shall have fiduciary responsibility for the safekeeping and use of the funds and assets of the Partnership, whether or not in the possession and control of the General Partner, and the General Partner shall not employ or permit any other Person to employ such funds or assets except in accordance with the terms of this Agreement. Notwithstanding the foregoing, however, the General Partner shall have no liability for any loss sustained by the Partnership as a result of the bankruptcy, receivership, insolvency, or other economic failure of any bank, savings and loan institution, other depositary of funds or entity to or with which funds of the Partnership have been deposited or invested pursuant to Section 9.03, so long as the General Partner would not have liability under Section 5.06 in the selection of such depositary or the maintenance of Partnership funds thereat. B. The General Partner shall not (i) directly or through a subsidiary engage in any business other than that of acting as general partner of the Partnership, (ii) pay dividends or make other distributions or payments on its stock or incur any obligations if, as a result, its net worth would be reduced below the requirement of Section 5.03D, (iii) merge or consolidate with another entity except Marriott or a wholly owned direct or indirect subsidiary of Marriott, (iv) voluntarily dissolve, or (v) borrow any funds or become liable for any obligations of third parties except to the extent that any such borrowings or liabilities are directly related to meeting the financial needs of the Partnership. Host and the General Partner agree that so long as the General Partner is the general partner of the Partnership, its parent company, Host, will not transfer its stock of the General Partner except to a wholly owned, direct or indirect, subsidiary of Marriott and Marriott and the General Partner agree that so long as the General Partner is the general partner of the Partnership, Marriott will not sell the stock of Host unless the stock of the General Partner is thereafter owned by Marriott or a wholly owned, direct or indirect, subsidiary of Marriott. Marriott also shall pay to the Partnership, upon demand, the amount of any losses incurred by the Partnership as a result of the attachment by any creditor of Marriott or any of its Affiliates of any Partnership funds held by or on behalf of the Manager pursuant to the Management Agreement (including, without limitation, Inn working capital and net revenues from Inn operations). In addition, in the event the General Partner fails to make a required payment to the Partnership pursuant to Section 3.05C with respect to a Foreign Investor who purchased Units in the Initial Public Offering or any permitted transferee pursuant to Section 7.01I, Marriott shall pay to the Partnership the amount required to be paid to the Partnership by the General Partner thereunder and shall succeed to all rights and remedies of the General Partner thereunder. C. The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of its duties hereunder, but the officers and directors of the General Partner shall not be required to devote their full time to the performance of duties of the General Partner. D. The General Partner shall have at the time of the admission of the Initial Limited Partners, and shall use its reasonable best efforts to maintain at all times thereafter, a net worth at an amount equal to at least $8,417,878 in excess of its investment in the Partnership. E. The General Partner shall take such action as may be necessary or appropriate in order to form or qualify the Partnership under the laws of any jurisdiction in which the Partnership is doing business or owns property or in which such formation or qualification is necessary in order to protect the limited liability of the Limited Partners or in order to continue in effect such formation or qualification. F. Except as otherwise permitted in Section 5.02B(viii), the General Partner shall at all times conduct its affairs and the affairs of the Partnership and all of its Affiliates in such a manner that neither the Partnership nor any Partner nor any Affiliate of any Partner will have any personal liability on any Partnership Debt. The General Partner shall use its best efforts, in the conduct of the Partnership's business, to put all suppliers and other Persons with whom the Partnership does business on notice that the Limited Partners are not personally liable for Partnership obligations, and all agreements to which the Partnership is a party shall include a statement to the effect that the Partnership is a limited partnership organized under the Act; but the General Partner shall not be liable to the Partnership or to any Limited Partner for any failure to give such notice to such suppliers or other Persons or to have any such agreement fail to contain such statement. G. The General Partner shall prepare or cause to be prepared and shall file on or before the due date (or any extension thereof) any Federal, state or local tax returns required to be filed by the Partnership. The General Partner shall cause the Partnership to pay any and all taxes payable by the Partnership whether by way of withholding from distributions to the Partners or otherwise. H. The General Partner shall be under a duty to conduct the affairs of the Partnership in good faith and in accordance with the terms of this Agreement and in a manner consistent with the purposes set forth in Section 2.03. Nothing contained in this Agreement is intended or shall be construed to contract away the fiduciary duty of the General Partner to the Limited Partners. I. The General Partner shall use its best efforts to assure that the Partnership shall not be deemed an investment company as such term is defined in the Investment Company Act of 1940. J. The General Partner shall monitor the transfers of Interests to determine (i) if such Interests are being traded on an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of section 7704 of the Code, and (ii) whether additional transfers of Interests would result in the Partnership being unable to qualify for at least one of the "safe harbors" set forth in IRS Notice 88-75 (or such other guidance subsequently published by the IRS setting forth safe harbors under which Interests will not be treated as "readily tradable on a secondary market (or the substantial equivalent thereof)" within the meaning of section 7704 of the Code) (the "Safe Harbors"). The General Partner shall take (and cause its Affiliates to take) all steps reasonably necessary or appropriate to prevent any trading of Interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to ensure that at least one of the Safe Harbors is met. K. The General Partner shall maintain or cause to be maintained for five (5) years after the closing of the Initial Public Offering a record of the information obtained to indicate that the Initial Limited Partners met the suitability standards employed in connection with the Initial Public Offering and shall obtain a commitment from the Selling Agent to maintain the same record of information required of the General Partner. L. From time to time, the General Partner shall consider whether or not, in the reasonable judgment of the General Partner, it would be in the best interests of the Partnership to effectuate a sale or refinancing of all or a portion of the Inns, with all or part of the Capital Receipts from any such sale or refinancing to be distributed to the Partners in accordance with Article Four. If the General Partner, in its reasonable judgment, determines that such a sale or refinancing would be in the best interests of the Partnership, then the General Partner shall, subject to Section 5.02B(x) in the case of a sale, use its reasonable best efforts to cause the Partnership to effectuate such a sale or refinancing. In the event that not all of the Inns have been sold or otherwise disposed of prior to the year 2001, then, subject to Section 5.02B(x) and to the Management Agreement and the Loan Agreement, the General Partner shall use its reasonable best efforts to sell the remaining Inns, in one or more transactions, as it determines appropriate in its reasonable judgment.

Duties and Obligations of the General Partner. A. The General Partner shall take all action which may be necessary or appropriate for the acquisition, development, maintenance, preservation, preservation and operation of the properties and assets of the Partnership in accordance with the provisions of this Agreement and applicable laws and regulations (it being understood and agreed, however, that the General Partner shall be permitted to cause the partnership to contract with other Persons for the direct performance of day-to-day management or operational services for the Inns Hotel and other properties of the Partnership (and to pay fees therefor in such amounts as is not an obligation of the General Partner determines to be fair and equitable) and that the General Partner shall have no obligation to perform such services itself, the General Partner's obligation with respect thereto being limited to using its best efforts to cause the Partnership to locate and employ a manager or operator to perform such services). The General Partner shall have fiduciary responsibility for the safekeeping and use of the funds and assets as general partner of the Partnership, whether or not in the possession and control of the General Partner, and the General Partner shall not employ or permit any other Person to employ such funds or assets except in accordance with the terms of this Agreement. Notwithstanding the foregoing, however, the General Partner shall have no liability for any loss sustained by the Partnership as a result of the bankruptcy, receivership, insolvency, or other economic failure of any bank, savings and loan institution, other depositary of funds or entity to or with which funds of the Partnership have been deposited or invested pursuant to Section 9.03, so long as the General Partner would not have liability under Section 5.06 in the selection of such depositary or the maintenance of Partnership funds thereat). B. The General Partner shall not (i) directly or through a subsidiary engage in any business other than that of acting as general partner of the Partnership, (ii) pay dividends or make other distributions or payments on its stock or incur any obligations if, as a result, its net worth would be reduced below the requirement of Section 5.03D5.03C, (iii) merge or consolidate with another entity corporation except Marriott Host or a wholly wholly- owned direct or indirect subsidiary of MarriottHost, (iv) voluntarily dissolve, or (v) borrow any funds or become liable for any obligations of third parties except to the extent that any such borrowings or liabilities are directly related to meeting the financial needs of the Partnership. Host and the The General Partner agree further agrees that so long as the General Partner is the general partner of the Partnership, its parent company, Host, will not transfer its stock of the General Partner except to a wholly wholly-owned, direct or indirect, subsidiary of Marriott and Marriott and the General Partner agree that so long as the General Partner is the general partner of the Partnership, Marriott will not sell the stock of Host unless the stock of the General Partner is thereafter owned by Marriott or a wholly owned, direct or indirect, subsidiary of MarriottHost. Marriott also shall pay to the Partnership, upon demand, the amount of any losses incurred by the Partnership as a result of the attachment by any creditor of Marriott or any of its Affiliates of any Partnership funds held by or on behalf of the Manager pursuant to the Management Agreement (including, without limitation, Inn working capital and net revenues from Inn operations). In addition, in the event the General Partner fails to make a required payment to the Partnership pursuant to Section 3.05C with respect to a Foreign Investor who purchased Units in the Initial Public Offering or any permitted transferee pursuant to Section 7.01I, Marriott shall pay to the Partnership the amount required to be paid to the Partnership by the General Partner thereunder and shall succeed to all rights and remedies of the General Partner thereunder. C. The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of its duties hereunder, but the officers and directors of the General Partner shall not be required to devote their full time to the performance of duties of the General Partner. D. C. The General Partner shall have at the time of the admission of the Initial Limited Partners, and shall use its reasonable best efforts to maintain at all times thereafter, a net worth at a level sufficient to meet all requirements of the Code and applicable regulations, rulings and revenue procedures of the IRS and to meet any future requirements set by Congress, the IRS, any agency of the Federal government or any court of competent jurisdiction, to assure that the Partnership will be classified for Federal income tax purposes as a partnership and not as an amount equal association taxable as a corporation. These provisions are designed to at least $8,417,878 ensure that the equity capitalization of the General Partner will be available to meet any legal obligations which the General Partner may have in excess its role as the general partner of its investment in the Partnership. E. D. The General Partner shall take such action as may be necessary or appropriate in order to form or qualify the Partnership under the laws of any jurisdiction in which the Partnership is doing business or owns property or in which such formation or qualification is necessary in order to protect the limited liability of the Limited Partners or in order to continue in effect such formation or qualification. F. Except as otherwise permitted in Section 5.02B(viii). If required by law, the General Partner shall at all times conduct its affairs file or cause to be filed for recordation in the office of the appropriate authorities of the State of Delaware, and in the proper office or offices in each other jurisdiction in which the Partnership is formed or qualified, such certificates (including limited partnership and fictitious name certificates) and other documents as are required by the applicable statutes, rules or regulations of any such jurisdiction or as are necessary to reflect the identity of the Partners and the affairs amounts of the Partnership their respective Capital Contributions. E. The General Partner shall be obligated to use its best efforts to remove any General Partner or Affiliate guaranty, personal liability, and all other risk of its Affiliates in such a manner that neither the Partnership nor any Partner nor any Affiliate of any Partner will have any personal liability on loss with respect to any Partnership Debtdebt, which was permitted under Section 5.02B(ix) hereof when such action was incurred, but which subsequently results in adverse tax consequences to the Limited Partners and which would no longer be permitted if first being incurred at the time of such adverse consequences. The General Partner shall use its best efforts, in the conduct of the Partnership's business, to put all suppliers and other Persons with whom the Partnership does business on notice that the Limited Partners are not personally liable for Partnership obligations, and all agreements to which the Partnership is a party shall include a statement to the effect that the Partnership is a limited partnership organized under the Act; but the General Partner shall not be liable to the Partnership or to any Limited Partner for any failure to give such notice to such suppliers or other Persons or to have any such agreement fail to contain such statement. G. F. The General Partner shall prepare or cause to be prepared and shall file on or before the due date (or any extension thereof) any Federal, state or local tax returns required to be filed by the Partnership. The General Partner shall cause the Partnership to pay any and all taxes payable by the Partnership whether by way of withholding from distributions to the Partners or otherwisePartnership. H. G. The General Partner shall be under a duty to conduct the affairs of the Partnership in good faith and in accordance with the terms of this Agreement and in a manner consistent with the purposes set forth in Section 2.03. Nothing contained in this Agreement is intended or shall be construed to contract away the fiduciary duty of the General Partner to the Limited Partners. I. H. The General Partner shall use its best efforts to assure ensure that the Partnership shall not be deemed an investment company as such term is defined in the Investment Company Act of 1940. J. The General Partner shall monitor the transfers of Interests to determine (i) if such Interests are being traded on an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of section 7704 of the Code, and (ii) whether additional transfers of Interests would result in the Partnership being unable to qualify for at least one of the "safe harbors" set forth in IRS Notice 88-75 (or such other guidance subsequently published by the IRS setting forth safe harbors under which Interests will not be treated as "readily tradable on a secondary market (or the substantial equivalent thereof)" within the meaning of section 7704 of the Code) (the "Safe Harbors"). The General Partner shall take (and cause its Affiliates to take) all steps reasonably necessary or appropriate to prevent any trading of Interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to ensure that at least one of the Safe Harbors is met. K. The General Partner shall maintain or cause to be maintained for five (5) years after the closing of the Initial Public Offering a record of the information obtained to indicate that the Initial Limited Partners met the suitability standards employed in connection with the Initial Public Offering and shall obtain a commitment from the Selling Agent to maintain the same record of information required of the General Partner. L. From time to time, the General Partner shall consider whether or not, in the reasonable judgment of the General Partner, it would be in the best interests of the Partnership to effectuate a sale or refinancing of all or a portion of the Inns, with all or part of the Capital Receipts from any such sale or refinancing to be distributed to the Partners in accordance with Article Four. If the General Partner, in its reasonable judgment, determines that such a sale or refinancing would be in the best interests of the Partnership, then the General Partner shall, subject to Section 5.02B(x) in the case of a sale, use its reasonable best efforts to cause the Partnership to effectuate such a sale or refinancing. In the event that not all of the Inns have been sold or otherwise disposed of prior to the year 2001, then, subject to Section 5.02B(x) and to the Management Agreement and the Loan Agreement, the General Partner shall use its reasonable best efforts to sell the remaining Inns, in one or more transactions, as it determines appropriate in its reasonable judgment.

Duties and Obligations of the General Partner. A. The General Partner shall take all action which may be necessary or appropriate for the acquisition, development, maintenance, preservation, and operation of the properties and assets of the Partnership in accordance with the provisions of this Agreement and applicable laws and regulations (it being understood and agreed, however, that the General Partner shall be permitted to cause the partnership Partnership to contract with other Persons for the direct performance of day-to-day management or operational services for the Inns Hotels and other properties of the Partnership (and to pay fees therefor in such amounts as the General Partner determines to be fair and equitable) and that the General Partner shall have no obligation to perform such services itself, the General Partner's obligation with respect thereto being limited to using its best efforts to cause the Partnership to locate and employ a manager or operator to perform such services). The General Partner shall have fiduciary responsibility for the safekeeping and use of the funds and assets of the Partnership, whether or not in the possession and control of the General Partner, and the General Partner shall not employ or permit any other Person to employ such funds or assets except in accordance with the terms of this Agreement. Notwithstanding the foregoing, however, the General Partner shall have no liability for any loss sustained by the Partnership as a result of the bankruptcy, receivership, insolvency, or other economic failure of any bank, savings and loan institution, other depositary of funds or entity to or with which funds of the Partnership have been deposited or invested pursuant to Section 9.03, so long as the General Partner would not have liability under Section 5.06 in the selection of such depositary or the maintenance of Partnership funds thereat. B. The General Partner shall not (i) directly or through a subsidiary engage in any business other than that of acting as general partner of the Partnership, (ii) pay dividends or make other distributions or payments on its stock or incur any obligations if, as a result, its net worth would be reduced below the requirement of Section 5.03D, (iii) merge or consolidate with another entity except Marriott or a wholly owned direct or indirect subsidiary of Marriott, (iv) voluntarily dissolve, or (v) borrow any funds or become liable for any obligations of third parties except to the extent that any such borrowings or liabilities are directly related to meeting the financial needs of the Partnership. Host and the General Partner agree that so long as the General Partner is the general partner of the Partnership, its parent company, Host, will not transfer its stock of the General Partner except to a wholly owned, direct or indirect, subsidiary of Marriott and Marriott and the General Partner agree that so long as the General Partner is the general partner of the Partnership, Marriott will not sell the stock of Host unless the stock of the General Partner is thereafter owned by Marriott or a wholly owned, direct or indirect, subsidiary of Marriott. Marriott also shall pay to the Partnership, upon demand, the amount of any losses incurred by the Partnership as a result of the attachment by any creditor of Marriott or any of its Affiliates of any Partnership funds held by or on behalf of the Manager pursuant to the Management Agreement (including, without limitation, Inn Hotel working capital and net revenues from Inn Hotel operations). In addition, in the event the General Partner fails to make a required payment to the Partnership pursuant to Section 3.05C with respect to a Foreign Investor who purchased Units in the Initial Public Offering or any permitted transferee pursuant to Section 7.01I, Marriott shall pay to the Partnership the amount required to be paid to the Partnership by the General Partner thereunder and shall succeed to all rights and remedies of the General Partner thereunder. C. The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of its duties hereunder, but the officers and directors of the General Partner shall not be required to devote their full time to the performance of duties of the General Partner. D. The General Partner shall have at the time of the admission of the Initial Original Limited Partners, and shall use its reasonable best efforts to maintain at all times thereafter, a net worth at an amount equal to at least $8,417,878 4.2 million in excess of its investment in the Partnership. E. The General Partner shall take such action as may be necessary or appropriate in order to form or qualify the Partnership under the laws of any jurisdiction in which the Partnership is doing business or owns property or in which such formation or qualification is necessary in order to protect the limited liability of the Limited Partners or in order to continue in effect such formation or qualification. If required by law, the General Partner shall file or cause to be filed for recordation in the office of the appropriate authorities of the State of Delaware, and in the proper office or offices in each other jurisdiction in which the Partnership is formed or qualified, such certificates (including limited partnership and fictitious name certificates) and other documents as are required by the applicable statutes, rules or regulations of any such Jurisdiction or as are necessary to reflect the identity of the Partners and the amounts of their respective Capital Contributions. F. The General Partner shall be obligated to use its best efforts to remove any General Partner or Affiliate guarantee or personal liability with respect to any Partnership debt that was permitted under Section 5.02B(viii) hereof when such action was incurred, but that subsequently results or will result in material adverse tax consequences to the Limited Partners if (i) such guarantee or personal liability would no longer be permitted if such debt were first being incurred at the time of such adverse consequences and (ii) the removal of such guarantee or personal liability would substantially mitigate the material adverse tax consequences to the Limited Partners. G. Except as otherwise permitted in Section 5.02B(viii), the General Partner shall at all times conduct its affairs and the affairs of the Partnership and all of its Affiliates in such a manner that neither the Partnership nor any Partner nor any Affiliate of any Partner will have any personal liability on any Partnership Debt. The General Partner shall use its best efforts, in the conduct of the Partnership's business, to put all suppliers and other Persons with whom the Partnership does business on notice that the Limited Partners are not personally liable for Partnership obligations, and all agreements to which the Partnership is a party shall include a statement to the effect that the Partnership is a limited partnership organized under the Act; but the General Partner shall not be liable to the Partnership or to any Limited Partner for any failure to give such notice to such suppliers or other Persons or to have any such agreement fail to contain such statement. G. H. The General Partner shall prepare or cause to be prepared and shall file on or before the due date (or any extension thereof) any Federal, state or local tax returns required to be filed by the Partnership. The General Partner shall cause the Partnership to pay any and all taxes payable by the Partnership whether by way of withholding from distributions to the Partners or otherwise. H. I. The General Partner shall be under a duty to conduct the affairs of the Partnership in good faith and in accordance with the terms of this Agreement and in a manner consistent with the purposes set forth in Section 2.03. Nothing contained in this Agreement is intended or shall be construed to contract away the fiduciary duty of the General Partner to the Limited Partners. I. J. The General Partner shall use its best efforts to assure that the Partnership shall not be deemed an investment company as such term is defined in the Investment Company Act of 1940. J. K. The General Partner shall monitor the transfers of Interests to determine (i) if such Interests are being traded on an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of section 7704 of the Code, and (ii) whether additional transfers of Interests would result in the Partnership being unable to qualify for at least one of the "safe harbors" set forth in IRS Notice 88-75 (or such other guidance subsequently published by the IRS setting forth safe harbors under which Interests will not be treated as "readily tradable on a secondary market (or the substantial equivalent thereof)" within the meaning of section 7704 of the Code) (the "Safe Harbors"). The General Partner shall take (and cause its Affiliates to take) all steps reasonably necessary or appropriate to prevent any trading of Interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to ensure that at least one of the Safe Harbors is met. K. L. The General Partner shall maintain or cause to be maintained for five (5) years after the closing of subscription documents obtained from the Initial Public Offering a record of the information obtained to indicate that the Initial Original Limited Partners met to demonstrate that they meet the suitability standards employed in connection with the Initial Public Offering offering pursuant to the Private Placement Memorandum and shall obtain a commitment from the Selling Placement Agent to maintain the same record of information required of the General Partner. L. M. From time to time, the General Partner shall consider whether or not, in the reasonable judgment of the General Partner, it would be in the best interests of the Partnership to effectuate a sale or refinancing of all or a portion of the InnsHotels, with all or part of the Capital Receipts from any such sale or refinancing to be distributed to the Partners in accordance with Article Four. If the General Partner, in its reasonable judgment, Partner determines that such a sale or refinancing would be in the best interests of the Partnership, then the General Partner shall, subject to Section 5.02B(x5.02B(ii) in the case of a salesale and to the Management Agreement and the Loan Agreement, use its reasonable best efforts to cause the Partnership to effectuate such a sale or refinancing. In the event that not all of the Inns have been sold or otherwise disposed of prior to the year 2001, then, subject to Section 5.02B(x) and to the Management Agreement and the Loan Agreement, the General Partner shall use its reasonable best efforts to sell the remaining Inns, in one or more transactions, as it determines appropriate in its reasonable judgment.

Duties and Obligations of the General Partner. A. The General Partner shall take all action which may be necessary or appropriate for the acquisition, development, maintenance, preservation, preservation and operation of the properties and assets of the Partnership in accordance with the provisions of this Agreement and applicable laws and regulations (it being understood and agreed, however, that the General Partner shall be permitted to cause the partnership to contract with other Persons for the direct performance of day-to-day management or operational services for the Inns Hotel and other properties of the Partnership (and to pay fees therefor in such amounts as is not an obligation of the General Partner determines to be fair and equitable) and that the General Partner shall have no obligation to perform such services itself, the General Partner's obligation with respect thereto being limited to using its best efforts to cause the Partnership to locate and employ a manager or operator to perform such services). The General Partner shall have fiduciary responsibility for the safekeeping and use of the funds and assets as general partner of the Partnership, whether or not in the possession and control of the General Partner, and the General Partner shall not employ or permit any other Person to employ such funds or assets except in accordance with the terms of this Agreement. Notwithstanding the foregoing, however, the General Partner shall have no liability for any loss sustained by the Partnership as a result of the bankruptcy, receivership, insolvency, or other economic failure of any bank, savings and loan institution, other depositary of funds or entity to or with which funds of the Partnership have been deposited or invested pursuant to Section 9.03, so long as the General Partner would not have liability under Section 5.06 in the selection of such depositary or the maintenance of Partnership funds thereat). B. The General Partner shall not (i) directly or through a subsidiary engage in any business other than that of acting as general partner of the Partnership, (ii) pay dividends or make other distributions or payments on its stock or incur any obligations if, as a result, its net worth would be reduced below the requirement of Section 5.03D5.03C, (iii) merge or consolidate with another entity corporation except Marriott Host or a wholly wholly-owned direct or indirect subsidiary of MarriottHost, (iv) voluntarily dissolve, or (v) borrow any funds or become liable for any obligations of third parties except to the extent that any such borrowings or liabilities are directly related to meeting the financial needs of the Partnership. Host and the The General Partner agree further agrees that so long as the General Partner is the general partner of the Partnership, its parent company, Host, will not transfer its stock of the General Partner except to a wholly wholly-owned, direct or indirect, subsidiary of Marriott and Marriott and the General Partner agree that so long as the General Partner is the general partner of the Partnership, Marriott will not sell the stock of Host unless the stock of the General Partner is thereafter owned by Marriott or a wholly owned, direct or indirect, subsidiary of MarriottHost. Marriott also shall pay to the Partnership, upon demand, the amount of any losses incurred by the Partnership as a result of the attachment by any creditor of Marriott or any of its Affiliates of any Partnership funds held by or on behalf of the Manager pursuant to the Management Agreement (including, without limitation, Inn working capital and net revenues from Inn operations). In addition, in the event the General Partner fails to make a required payment to the Partnership pursuant to Section 3.05C with respect to a Foreign Investor who purchased Units in the Initial Public Offering or any permitted transferee pursuant to Section 7.01I, Marriott shall pay to the Partnership the amount required to be paid to the Partnership by the General Partner thereunder and shall succeed to all rights and remedies of the General Partner thereunder. C. The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of its duties hereunder, but the officers and directors of the General Partner shall not be required to devote their full time to the performance of duties of the General Partner. D. C. The General Partner shall have at the time of the admission of the Initial Limited Partners, and shall use its reasonable best efforts to maintain at all times thereafter, a net worth at a level sufficient to meet all requirements of the Code and applicable regulations, rulings and revenue procedures of the IRS and to meet any future requirements set by Congress, the IRS, any agency of the Federal government or any court of competent jurisdiction, to assure that the Partnership will be classified for Federal income tax purposes as a partnership and not as an amount equal association taxable as a corporation. These provisions are designed to at least $8,417,878 ensure that the equity capitalization of the General Partner will be available to meet any legal obligations which the General Partner may have in excess its role as the general partner of its investment in the Partnership. E. D. The General Partner shall take such action as may be necessary or appropriate in order to form or qualify the Partnership under the laws of any jurisdiction in which the Partnership is doing business or owns property or in which such formation or qualification is necessary in order to protect the limited liability of the Limited Partners or in order to continue in effect such formation or qualification. F. Except as otherwise permitted in Section 5.02B(viii). If required by law, the General Partner shall at all times conduct its affairs file or cause to be filed for recordation in the office of the appropriate authorities of the State of Delaware, and in the proper office or offices in each other jurisdiction in which the Partnership is formed or qualified, such certificates (including limited partnership and fictitious name certificates) and other documents as are required by the applicable statutes, rules or regulations of any such jurisdiction or as are necessary to reflect the identity of the Partners and the affairs amounts of the Partnership their respective Capital Contributions. E. The General Partner shall be obligated to use its best efforts to remove any General Partner or Affiliate guaranty, personal liability, and all other risk of its Affiliates in such a manner that neither the Partnership nor any Partner nor any Affiliate of any Partner will have any personal liability on loss with respect to any Partnership Debtdebt, which was permitted under Section 5.02B(ix) hereof when such action was incurred, but which subsequently results in adverse tax consequences to the Limited Partners and which would no longer be permitted if first being incurred at the time of such adverse consequences. The General Partner shall use its best efforts, in the conduct of the Partnership's business, to put all suppliers and other Persons with whom the Partnership does business on notice that the Limited Partners are not personally liable for Partnership obligations, and all agreements to which the Partnership is a party shall include a statement to the effect that the Partnership is a limited partnership organized under the Act; but the General Partner shall not be liable to the Partnership or to any Limited Partner for any failure to give such notice to such suppliers or other Persons or to have any such agreement fail to contain such statement. G. F. The General Partner shall prepare or cause to be prepared and shall file on or before the due date (or any extension thereof) any Federal, state or local tax returns required to be filed by the Partnership. The General Partner shall cause the Partnership to pay any and all taxes payable by the Partnership whether by way of withholding from distributions to the Partners or otherwisePartnership. H. G. The General Partner shall be under a duty to conduct the affairs of the Partnership in good faith and in accordance with the terms of this Agreement and in a manner consistent with the purposes set forth in Section 2.03. Nothing contained in this Agreement is intended or shall be construed to contract away the fiduciary duty of the General Partner to the Limited Partners. I. H. The General Partner shall use its best efforts to assure ensure that the Partnership shall not be deemed an investment company as such term is defined in the Investment Company Act of 1940. J. The General Partner shall monitor the transfers of Interests to determine (i) if such Interests are being traded on an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of section 7704 of the Code, and (ii) whether additional transfers of Interests would result in the Partnership being unable to qualify for at least one of the "safe harbors" set forth in IRS Notice 88-75 (or such other guidance subsequently published by the IRS setting forth safe harbors under which Interests will not be treated as "readily tradable on a secondary market (or the substantial equivalent thereof)" within the meaning of section 7704 of the Code) (the "Safe Harbors"). The General Partner shall take (and cause its Affiliates to take) all steps reasonably necessary or appropriate to prevent any trading of Interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to ensure that at least one of the Safe Harbors is met. K. The General Partner shall maintain or cause to be maintained for five (5) years after the closing of the Initial Public Offering a record of the information obtained to indicate that the Initial Limited Partners met the suitability standards employed in connection with the Initial Public Offering and shall obtain a commitment from the Selling Agent to maintain the same record of information required of the General Partner. L. From time to time, the General Partner shall consider whether or not, in the reasonable judgment of the General Partner, it would be in the best interests of the Partnership to effectuate a sale or refinancing of all or a portion of the Inns, with all or part of the Capital Receipts from any such sale or refinancing to be distributed to the Partners in accordance with Article Four. If the General Partner, in its reasonable judgment, determines that such a sale or refinancing would be in the best interests of the Partnership, then the General Partner shall, subject to Section 5.02B(x) in the case of a sale, use its reasonable best efforts to cause the Partnership to effectuate such a sale or refinancing. In the event that not all of the Inns have been sold or otherwise disposed of prior to the year 2001, then, subject to Section 5.02B(x) and to the Management Agreement and the Loan Agreement, the General Partner shall use its reasonable best efforts to sell the remaining Inns, in one or more transactions, as it determines appropriate in its reasonable judgment.