Common use of General Cooperation and Coordination Clause in Contracts

General Cooperation and Coordination. (a) The MSH Parties and the OPCO Parties hereby agree that it is in the best interests of both entities and their shareholders that they cooperate to the fullest extent possible in the conduct of their respective operations with the goal of enhancing value to their respective shareholders. In furtherance of the foregoing, meetings of the Boards of Directors of the MSH Parties and the OPCO Parties may be held jointly if their respective Chairmen or Vice Chairmen so decide. (b) The MSH Parties and the OPCO Parties each hereby agree to establish, as promptly as practicable following the closing of the Merger, and thereafter to continue in effect, a lease committee which shall negotiate and review all hotel leases to be entered into between the MSH Parties and the OPCO Parties. The MSH Parties' lease committee will consist of directors of MSH that are not also directors of OPCO and the OPCO Parties' lease committee will consist of directors of OPCO that are not also directors of MSH. The lease committees of each of the MSH Parties and the OPCO Parties shall establish such procedures for the conduct of their business as they shall deem appropriate from time to time. (c) MSH and OPCO shall make reasonable and ongoing efforts to ensure that members of management of each of the MSH Parties and the OPCO Parties are given appropriate salary, bonuses and options or other similar plans to enhance value to the shareholders of both MSH and OPCO. The respective Board of Directors of MSH and OPCO shall direct each of their compensation committees to take into consideration the objective set forth in the previous sentence in establishing compensation levels and performance criteria for management of MSH and OPCO.

General Cooperation and Coordination. (a) The MSH Parties and the OPCO Parties hereby agree that it is in the best interests of both entities and their shareholders that they cooperate to the fullest extent possible in the conduct of their respective operations with the goal of enhancing value to their respective shareholders. In furtherance of the foregoing, meetings of the Boards of Directors of the MSH Parties and the OPCO Parties may be held jointly if their respective Chairmen Chairman or Vice Chairmen so decide. (b) The MSH Parties and the OPCO Parties each hereby agree to establish, as promptly as practicable following the closing of the Merger, and thereafter to continue in effect, a lease committee which shall negotiate and review all hotel leases to be entered into between the MSH Parties and the OPCO Parties. The MSH Parties' lease committee will consist of directors of MSH that are not also directors of OPCO and the OPCO Parties' lease committee will consist of directors of OPCO that are not also directors of MSH. The lease committees of each of the MSH Parties and the OPCO Parties shall establish such procedures for the conduct of their business as they shall deem appropriate from time to time. (c) MSH and OPCO shall make reasonable and ongoing efforts to ensure that members of management of each of the MSH Parties and the OPCO Parties are given appropriate salary, bonuses and options or other similar plans to enhance value to the shareholders of both MSH and OPCO. The respective Board of Directors of MSH and OPCO shall direct each of their compensation committees to take into consideration the objective set forth in the previous sentence in establishing compensation levels and performance criteria for management of MSH and OPCO.