To the Shareholder:
Hospitality Properties Trust
400 Centre Street
Newton, Massachusetts
02458
Attn:
John G. Murray, President
Facsimile:
(617) 969-5730
with a copy (which shall not constitute notice) to:
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts
02109
Attn:
Richard Teller
Facsimile: (617) 338-2880
(C)
SEVERABILITY.
THIS AGREEMENT SHALL BE DEEMED SEVERABLE, AND THE
INVALIDITY OR UNENFORCEABILITY OF ANY TERM OR PROVISION HEREOF SHALL NOT AFFECT
THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR OF ANY OTHER TERM OR
PROVISION HEREOF.
FURTHERMORE, IF ANY TERM OR PROVISION HEREOF SHALL BE DEEMED
TO BE INVALID OR UNENFORCEABLE, THE PARTIES HERETO SHALL MUTUALLY AGREE UPON AN
AMENDMENT TO THIS AGREEMENT TO INCLUDE A TERM OR PROVISION AS SIMILAR IN PURPOSE
TO SUCH INVALID OR UNENFORCEABLE TERM OR PROVISION AS MAY BE REASONABLY POSSIBLE
AND WHICH TERM OR PROVISION IS VALID AND ENFORCEABLE.
(D)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH TAKEN
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
(E)
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING ALL AGREEMENTS
ENTERED INTO PURSUANT HERETO AND ALL CERTIFICATES AND INSTRUMENTS DELIVERED
PURSUANT HERETO AND THERETO) CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND
24
SUPERSEDE ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS, REPRESENTATIONS,
UNDERSTANDINGS, NEGOTIATIONS AND DISCUSSIONS BETWEEN THE PARTIES, WHETHER ORAL
OR WRITTEN.
(F)
MODIFICATIONS AND AMENDMENTS.
NO AMENDMENT, MODIFICATION OR
TERMINATION OF THIS AGREEMENT SHALL BE BINDING UPON ANY PARTY UNLESS EXECUTED IN
WRITING BY SUCH PARTY.
(G)
TITLES AND HEADINGS.
TITLES AND HEADINGS OF SECTIONS OF THIS
AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OF ANY
PROVISION OF THIS AGREEMENT.
(H)
WAIVERS AND EXTENSIONS.
ANY PARTY ENTITLED TO BENEFITS UNDER THIS
AGREEMENT MAY WAIVE ANY RIGHT, BREACH OR DEFAULT WHICH SUCH PARTY HAS THE RIGHT
TO WAIVE;
PROVIDED, THAT SUCH WAIVER WILL NOT BE EFFECTIVE AGAINST THE WAIVING
PARTY UNLESS IT IS IN WRITING, IS SIGNED BY SUCH PARTY, AND SPECIFICALLY REFERS
TO THIS AGREEMENT.
WAIVERS MAY BE MADE IN ADVANCE OR AFTER THE RIGHT WAIVED HAS
ARISEN OR THE BREACH OR DEFAULT WAIVED HAS OCCURRED.
ANY WAIVER MAY BE
CONDITIONAL.
NO WAIVER OF ANY BREACH OF ANY AGREEMENT OR PROVISION HEREIN
CONTAINED SHALL BE DEEMED A WAIVER OF ANY PRECEDING OR SUCCEEDING BREACH THEREOF
NOR OF ANY OTHER AGREEMENT OR PROVISION HEREIN CONTAINED.
NO WAIVER OR
EXTENSION OF TIME FOR PERFORMANCE OF ANY OBLIGATIONS OR ACTS SHALL BE DEEMED A
WAIVER OR EXTENSION OF THE TIME FOR PERFORMANCE OF ANY OTHER OBLIGATIONS OR
ACTS.
(I)
REMEDIES CUMULATIVE.
IF THE COMPANY FAILS TO OBSERVE OR PERFORM
ANY COVENANT OR AGREEMENT TO BE OBSERVED OR PERFORMED UNDER THIS AGREEMENT, THE
SHAREHOLDER MAY PROCEED TO PROTECT AND ENFORCE ITS RIGHTS BY SUIT IN EQUITY OR
ACTION AT LAW, WHETHER FOR SPECIFIC PERFORMANCE OF ANY TERM CONTAINED IN THIS
AGREEMENT OR FOR AN INJUNCTION AGAINST THE BREACH OF ANY SUCH TERM OR IN AID OF
THE EXERCISE OF ANY POWER