RRF SHAREHOLDER APPROVAL. RRF shall prepare and, following completion of the Private Placement (as hereinafter defined), submit to its shareholders, as promptly as may be practicable, proxy materials soliciting the approval of such shareholders for the transactions comprising the Formation. The parties hereto acknowledge that RRF will be required to submit such proxy materials to the Securities and Exchange Commission and the NYSE for their respective comment and approval prior to the distribution of such materials to its shareholders. Wirtx, XXH, HCI, the Hotel Companies and their respective affiliates, attorneys, accountants and other advisors each shall cooperate fully in the preparation of said proxy materials and shall furnish such assistance as RRF reasonably may request in connection therewith. RRF shall use all reasonable efforts to obtain SEC and NYSE clearance of the Proxy Statement and, to the extent required, approval of the transactions comprising the Formation. Each of ISH and HCI shall furnish all information concerning it and the Hotel Companies and the holders of equity interests therein, and RRF shall furnish all information concerning it and the holders of its shares, as may be required by the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the regulations promulgated thereunder, or as the other may reasonably request in connection with such actions. As promptly as practicable after clearance of the Proxy Statement, RRF shall mail the proxy statement to its shareholders. The Proxy Statement shall include the recommendation of RRF's Board of Trustees in favor of shareholder approval of the transactions comprising the Formation. RRF shall, promptly after the date of this Agreement, take all action necessary to convene a meeting of RRF's shareholders to act on approval of the transactions comprising the Formation, and shall consult with ISH and HCI in connection therewith. RRF shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the approval of the transactions comprising the Formation and to secure the vote or consent of shareholders required to approve the transactions comprising the Formation. Such solicitation shall not be commenced by RRF until such time as the Private Placement (as defined below) shall have been completed, with the closing thereof being subject only to the consummation of the other transactions contemplated by this Agreement. RRF shall, promptly after the date of this Agreement, take al...
