(VI) FOR THE REIMBURSEMENT OR
INDEMNIFICATION OF ANY PERSON FOR ANY MONEY OR PROPERTY SO USED.
24.14
REIT QUALIFICATION.
(A)
MANAGER SHALL TAKE ALL COMMERCIALLY
REASONABLE ACTIONS REASONABLY REQUESTED BY OWNER OR PURCHASER FOR THE PURPOSE OF
QUALIFYING PURCHASER'S RENTAL INCOME FROM OWNER UNDER THE LEASE AS "RENTS FROM
REAL PROPERTY" PURSUANT TO SECTIONS 856(D)(2), 856(D)(8)(B) AND 856(D)(9) OF THE
CODE.
MANAGER SHALL NOT BE LIABLE IF SUCH REASONABLY REQUESTED ACTIONS, ONCE
IMPLEMENTED, FAIL TO HAVE THE DESIRED RESULT OF QUALIFYING PURCHASER'S RENTAL
INCOME FROM OWNER UNDER THE LEASE AS "RENTS FROM REAL PROPERTY" PURSUANT TO
SECTIONS 856(D)(2), 856(D)(8)(B) AND 856(D)(9) OF THE CODE.
THIS SECTION 24.14
SHALL NOT APPLY IN SITUATIONS WHERE AN ADVERSE REGULATORY EVENT HAS OCCURRED;
INSTEAD, SECTION 24.16 SHALL APPLY IN SUCH AN INSTANCE.
(B)
IN THE EVENT OWNER OR PURCHASER WISH TO
INVOKE THE TERMS OF SECTION 24.14(A), OWNER OR PURCHASER (AS APPROPRIATE) SHALL
CONTACT MANAGER AND THE PARTIES SHALL MEET WITH EACH OTHER TO DISCUSS THE
RELEVANT ISSUES AND TO DEVELOP A PLAN FOR IMPLEMENTING SUCH REASONABLY REQUESTED
ACTIONS.
98
(C)
ANY ADDITIONAL OUT-OF-POCKET COSTS OR
EXPENSES INCURRED BY MANAGER IN COMPLYING WITH SUCH A REQUEST SHALL BE BORNE BY
OWNER (AND SHALL NOT BE AN OPERATING COST).
OWNER SHALL REIMBURSE MANAGER FOR
SUCH EXPENSE OR COST PROMPTLY, BUT NOT LATER THAN FIVE (5) BUSINESS DAYS AFTER
SUCH EXPENSE OR COST IS INCURRED.
24.15
FURTHER COMPLIANCE WITH SECTION 856(D) OF THE CODE.
COMMENCING WITH THE EFFECTIVE DATE AND CONTINUING THROUGHOUT THE TERM, THE
MANAGER SHALL QUALIFY AS AN "ELIGIBLE INDEPENDENT CONTRACTOR" AS DEFINED IN
SECTION 856(D)(9)(A) OF THE CODE.
TO THAT END:
(A)
MANAGER SHALL NOT PERMIT WAGERING
ACTIVITIES TO BE CONDUCTED AT OR IN CONNECTION WITH ANY HOTEL BY ANY PERSON WHO
IS ENGAGED IN THE BUSINESS OF ACCEPTING WAGERS AND WHO IS LEGALLY AUTHORIZED TO
ENGAGE IN SUCH BUSINESS AT OR IN CONNECTION WITH SUCH HOTEL;
(B)
MANAGER SHALL USE REASONABLE EFFORTS TO
CAUSE EACH HOTEL TO QUALIFY AS A "QUALIFIED LODGING FACILITY" UNDER
SECTION 856(D)(9)(D) OF THE CODE;
(C)
MANAGER SHALL NOT OWN, DIRECTLY OR
INDIRECTLY OR CONSTRUCTIVELY (WITHIN THE MEANING OF SECTION 856(D)(5) OF THE
CODE), MORE THAN THIRTY-FIVE PERCENT (35%) OF THE SHARES OF HPT (WHETHER BY
VOTE, VALUE OR NUMBER OF SHARES), AND MANAGER SHALL OTHERWISE COMPLY WITH ANY
REGULATIONS OR OTHER ADMINISTRATIVE OR JUDICIAL GUIDANCE NOW OR HEREAFTER
EXISTING UNDER SAID SECTION 856(D)(5) OF THE CODE WITH RESPECT TO SUCH OWNERSHIP
LIMITS; AND
(D)
MANAGER SHALL BE ACTIVELY ENGAGED (OR SHALL,
WITHIN THE MEANING OF SECTION 856(D)(9)(F) OF THE CODE, BE RELATED TO A PERSON
THAT IS SO ACTIVELY ENGAGED) IN THE TRADE OR BUSINESS OF OPERATING "QUALIFIED
LODGING FACILITIES" (DEFINED BELOW) FOR A PERSON WHO IS NOT A "RELATED PERSON"
WITHIN THE MEANING OF SECTION 856(D)(9)(F) OF THE CODE WITH RESPECT TO HPT OR
OWNER ("UNRELATED PERSONS").
IN ORDER TO MEET THIS REQUIREMENT, THE MANAGER
AGREES THAT IT (OR ANY "RELATED PERSON" WITH RESPECT TO MANAGER WITHIN THE
MEANING OF SECTION 856(D)(9)(F) OF THE CODE)