MATERIALS PREVIOUSLY FURNISHED OR OBTAINED BY MANAGER OR
OTHERWISE DISCLOSED IN WRITING TO, OR KNOWN BY, MANAGER.
MANAGER SHALL HAVE THE
RIGHT, SUBJECT TO THE RECEIPT OF ANY REQUIRED CONSENTS AND THE TERMS OF ANY
APPLICABLE AGREEMENT, TO PURSUE, IN THE NAME OF HPTSHC, ANY AND ALL RIGHTS
HPTSHC MAY HAVE UNDER OR WITH RESPECT TO ANY TITLE INSURANCE POLICY, ENGINEERING
REPORT, SURVEY, ZONING OPINION OR REPORT OR ENVIRONMENTAL STUDY OBTAINED BY
HPTSHC IN CONNECTION WITH SUCH
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ACQUISITION.
THE TERMS OF SECTION 2.9 SHALL APPLY TO ANY RECOVERY BY MANAGER IN
CONNECTION THEREWITH.
2.8
REPRESENTATION OF HPTSHC AND OWNER.
EACH OF HPTSHC AND OWNER
WARRANTS AND REPRESENTS TO MANAGER, AS OF THE EXPANSION HOTELS EFFECTIVE DATE,
THAT, EXCEPT AS DISCLOSED IN THE MATERIALS PREVIOUSLY FURNISHED OR OBTAINED BY
MANAGER OR OTHERWISE DISCLOSED IN WRITING TO, OR KNOWN BY, MANAGER: IT HAS NOT
DONE ANYTHING SINCE THE DATE OF ITS ACQUISITION OF THE EXPANSION HOTELS THROUGH
THE EXPANSION HOTELS EFFECTIVE DATE TO CAUSE ANY OF THE STATEMENTS IN EXHIBIT F
TO BE UNTRUE IN ANY MATERIAL RESPECT ON THE EXPANSION HOTELS EFFECTIVE DATE; AND
TO OWNER'S KNOWLEDGE, AS OF THE EXPANSION HOTELS EFFECTIVE DATE, THE STATEMENTS
IN EXHIBIT F WERE TRUE IN ALL MATERIAL RESPECTS AS OF EXPANSION HOTELS EFFECTIVE
DATE; AND JOHN MURRAY IS THE OFFICER OF THE HPT GROUP TO WHOM ANY CONDITION
WHICH WOULD RENDER ANY OF THE STATEMENTS IN EXHIBIT F UNTRUE IN ANY MATERIAL
RESPECT SHOULD BE REPORTED BY ANY EMPLOYEE OF THE HPT GROUP THAT FIRST DISCOVERS
SUCH CONDITION AND THAT, AS OF THE EXPANSION HOTELS EFFECTIVE DATE, THE HPT
GROUP HAS IN PLACE, EITHER FORMALLY OR INFORMALLY, SYSTEMS DESIGNED TO MAKE SURE
THAT JOHN MURRAY RECEIVES SUCH REPORTS.
2.9
CERTAIN RECOVERIES.
ANY AMOUNTS RECOVERED DURING THE TERM BY
OWNER OR MANAGER FROM ANY THIRD PARTY (OTHER THAN FROM OR IN RESPECT OF ANY
CLAIM OF THE HPT GROUP AGAINST WYNDHAM INTERNATIONAL, INC., SUMMERFIELD HPT
LEASE COMPANY, L.P. OR ANY OF THEIR AFFILIATES) WITH RESPECT TO A DEFECTIVE
CONDITION AT ANY OF THE EXPANSION HOTELS IN EXCESS OF THE COST OF RECOVERING THE
SAME (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) SHALL BE DEPOSITED INTO
THE RESERVE ACCOUNT OR APPLIED AS THE PARTIES REASONABLY AGREE.
2.10
PRE-EXPANSION HOTELS EFFECTIVE DATE EXPENSES.
OWNER SHALL BE
RESPONSIBLE FOR ANY AND ALL COSTS OR EXPENSES OF OWNING AND OPERATING THE
EXPANSION HOTELS PRIOR TO THE EXPANSION HOTELS EFFECTIVE DATE, INCLUDING,
WITHOUT LIMITATION, ALL APPLICABLE REAL AND PERSONAL PROPERTY, SALES,
HOTEL-MOTEL, EXCISE, GROSS RECEIPTS AND USE TAXES AND ASSESSMENTS AND ANY
ACCRUED UNPAID VACATION, SICK LEAVE AND SIMILAR BENEFITS OWED TO EXISTING
EMPLOYEES OF THE EXPANSION HOTELS WHO ARE EMPLOYED AT THE EXPANSION HOTELS ON
THE EXPANSION HOTELS EFFECTIVE DATE.
OWNER SHALL PAY WHEN DUE SUCH COSTS AND
EXPENSES ITSELF OR TIMELY ADVANCE FUNDS TO MANAGER TO PAY SUCH COSTS AND
EXPENSES.
OWNER SHALL FILE OR CAUSE TO BE FILED ALL RETURNS FOR ANY TAX PERIODS
PRIOR TO THE TAX PERIOD IN WHICH THE EXPANSION HOTELS EFFECTIVE DATE OCCURS.