STATING THE DATE TO WHICH DISTRIBUTIONS
OF OPERATING PROFITS HAVE BEEN MADE; AND (D) STATING SUCH OTHER INFORMATION AS
THE NON-CERTIFYING PARTY MAY REASONABLY REQUEST.
SUCH STATEMENT SHALL BE
BINDING UPON THE CERTIFYING PARTY AND MAY BE RELIED UPON BY THE NON-CERTIFYING
PARTY AND/OR SUCH THIRD PARTY SPECIFIED BY THE NON-CERTIFYING PARTY AS
AFORESAID, INCLUDING, WITHOUT LIMITATION, ITS AND ITS AFFILIATES' LENDERS AND
ANY PROSPECTIVE PURCHASER OR MORTGAGEE OF ANY HOTEL.
24.22
CONFIDENTIALITY.
(A)
THE PARTIES HERETO AGREE THAT THE MATTERS
SET FORTH IN THIS AGREEMENT AND THE INFORMATION PROVIDED PURSUANT TO THE TERMS
HEREOF ARE STRICTLY CONFIDENTIAL AND EACH PARTY WILL MAKE EVERY EFFORT TO ENSURE
THAT THE INFORMATION IS NOT DISCLOSED TO ANY OUTSIDE PERSON OR ENTITIES
(INCLUDING THE PRESS) WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY
EXCEPT AS MAY BE REQUIRED BY LAW AND AS MAY BE REASONABLY NECESSARY TO OBTAIN
LICENSES, PERMITS, AND OTHER PUBLIC APPROVALS NECESSARY FOR THE REFURBISHMENT OR
OPERATION OF THE HOTELS, OR IN CONNECTION WITH FINANCING, PROPOSED FINANCING,
SALE OR PROPOSED SALE OR AS MAY BE REQUIRED PURSUANT TO ANY GROUND LEASE OF THE
HOTELS.
(B)
NO REFERENCE TO MANAGER OR TO ANY OF ITS
AFFILIATES WILL BE MADE IN ANY PROSPECTUS, PRIVATE PLACEMENT MEMORANDUM,
OFFERING CIRCULAR OR OFFERING DOCUMENTATION RELATED THERETO (COLLECTIVELY
REFERRED TO AS THE "PROSPECTUS"), ISSUED BY OWNER OR ANY OF ITS AFFILIATES,
WHICH IS DESIGNATED TO INTEREST POTENTIAL INVESTORS IN A HOTEL, UNLESS MANAGER
HAS PREVIOUSLY RECEIVED A COPY OF ALL SUCH REFERENCES.
HOWEVER, REGARDLESS OF
WHETHER MANAGER DOES OR DOES NOT SO RECEIVE A COPY OF ALL SUCH REFERENCES,
NEITHER MANAGER NOR ANY OF ITS AFFILIATES WILL BE DEEMED A SPONSOR OF THE
OFFERING DESCRIBED IN THE PROSPECTUS, NOR WILL IT HAVE ANY RESPONSIBILITY FOR
THE PROSPECTUS, AND THE PROSPECTUS WILL SO STATE.
UNLESS MANAGER AGREES IN
ADVANCE, THE PROSPECTUS WILL NOT INCLUDE ANY TRADEMARK, SYMBOLS, LOGOS OR
DESIGNS OF MANAGER OR ANY OF ITS AFFILIATES.
107
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, THE PARTIES (AND EACH EMPLOYEE, REPRESENTATIVE, OR
OTHER AGENT OF THE PARTIES) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT
LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTION,
AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT
ARE PROVIDED TO THE TAXPAYER RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE;
PROVIDED, HOWEVER, THAT NEITHER PARTY (NOR ANY EMPLOYEE, REPRESENTATIVE OR OTHER
AGENT THEREOF) MAY DISCLOSE ANY INFORMATION THAT IS NOT NECESSARY TO
UNDERSTANDING THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTION (INCLUDING
THE IDENTITY OF THE PARTIES AND ANY INFORMATION THAT COULD LEAD ANOTHER TO
DETERMINE THE IDENTITY OF THE PARTIES), OR ANY OTHER INFORMATION TO THE EXTENT
THAT SUCH DISCLOSURE COULD RESULT IN A VIOLATION OF ANY FEDERAL OR STATE
SECURITIES LAW.
24.23
HOTEL WARRANTIES.
MANAGER SHALL BE ENTITLED TO, AND
SHALL, ENFORCE IN THE NAME OF OWNER, ITS AFFILIATES OR ANY OF MANAGER'S
AFFILIATES, ANY WARRANTIES HELD BY OWNER OR SUCH AFFILIATES WITH RESPECT TO