1
                  (c) All such notices shall be addressed,

                  if to Seller to:

                              Prime Hospitality Corp.
                              700 Route 46 East
                              Fairfield, New Jersey  07707-2700
                              Attn:  Mr. David Simon
                              [Telecopier No. (201) 882-8577]

                              and

                              Prime Hospitality Corp.
                              700 Route 46 East
                              Fairfield, New Jersey  07707-2700
                              Attn:  General Counsel
                              [Telecopier No. (201) 882-8577]

                  if to Purchaser, to:

                              Equity Inns Partnership, L.P.
                              4735 Spottswood, Suite 102
                              Memphis, Tennessee  38117
                              Attn:  Mr. Phillip H. McNeill, Sr.
                              [Telecopier No. (901) 761-1485]

                  with a copy to:

                              Hunton & Williams
                              1751 Pinnacle Drive, Suite 1700
                              McLean, VA  22102
                              Attn: Gerald R. Best, Esq.
                              [Telecopier No. (703) 714-7410]

                  (d) By notice given as herein provided, the parties hereto and
their respective successors and assigns shall have the right from time to time
and at any time during the term of this Agreement to change their respective
addresses effective upon receipt by the other parties of such notice and each
shall have the right to specify as its address any other address within the
United States of America.

                  12.5. Waivers, Etc. Any waiver of any term or condition of
this Agreement, or of the breach of any covenant, representation or warranty
contained herein, in any one instance, shall not operate as or be deemed to be
or construed as a further or continuing waiver of any other breach of such term,
condition, covenant, representation or warranty or any other term, condition,
covenant, representation or warranty, nor shall any failure at any time or times
to enforce or require performance of any provision hereof operate as a waiver of
or affect in any 

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