GRANTED IN THIS AGREEMENT OR TO ENFORCE ANY OTHER
LEGAL OR EQUITABLE RIGHT, OR TO TAKE ANY ONE OR MORE OF SUCH ACTIONS, WITHOUT
BEING REQUIRED TO POST A BOND.
NONE OF THE RIGHTS, POWERS OR REMEDIES CONFERRED
UNDER THIS AGREEMENT SHALL BE MUTUALLY EXCLUSIVE, AND EACH SUCH RIGHT, POWER OR
REMEDY SHALL BE CUMULATIVE AND IN ADDITION TO ANY OTHER RIGHT, POWER OR REMEDY,
WHETHER CONFERRED BY THIS AGREEMENT OR NOW OR HEREAFTER AVAILABLE AT LAW, IN
EQUITY, BY STATUTE OR OTHERWISE.
(J)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
APPLICABLE TO CONTRACTS FORMED AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF
DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE
EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE
LAWS OF ANOTHER JURISDICTION.
THE COMPANY AND THE SHAREHOLDER IRREVOCABLY AND
UNCONDITIONALLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL
COURT SITTING IN THE STATE OF DELAWARE, IN ANY ACTION ARISING OUT OF OR RELATING
TO THIS AGREEMENT, AGREE THAT ALL CLAIMS IN RESPECT OF THE ACTION MAY BE HEARD
AND DETERMINED IN ANY SUCH COURT AND AGREE NOT TO BRING ANY ACTION ARISING OUT
OF OR RELATING TO THIS AGREEMENT IN ANY OTHER COURT.
IN ANY ACTION, THE COMPANY
AND THE SHAREHOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVE AND AGREE NOT TO
ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE ANY CLAIMS THAT IT IS NOT
SUBJECT TO THE JURISDICTION OF THE ABOVE COURT, THAT SUCH ACTION IS BROUGHT IN
AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH ACTION IS IMPROPER.
WITHOUT
LIMITING THE FOREGOING, THE COMPANY AND THE SHAREHOLDER AGREE THAT SERVICE OF
PROCESS AT EACH PARTIES RESPECTIVE ADDRESSES AS PROVIDED FOR IN SECTION 6.2
SHALL BE DEEMED EFFECTIVE SERVICE OF PROCESS ON SUCH PARTY.
25
(K)
NON-LIABILITY OF TRUSTEES.
THE AMENDED AND RESTATED DECLARATION
OF TRUST OF HOSPITALITY PROPERTIES TRUST, DATED AUGUST 21, 1995, A COPY OF
WHICH, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS THERETO, IS DULY FILED IN
THE OFFICE OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND,
PROVIDES THAT THE NAME "HOSPITALITY PROPERTIES TRUST" REFERS TO THE TRUSTEES
UNDER THE DECLARATION OF TRUST AS SO AMENDED AND SUPPLEMENTED, COLLECTIVELY AS
TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER,
SHAREHOLDER, EMPLOYEE OR AGENT OF HOSPITALITY PROPERTIES TRUST SHALL BE HELD TO
ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM
AGAINST, HOSPITALITY PROPERTIES TRUST.
ALL PERSONS DEALING WITH HOSPITALITY
PROPERTIES TRUST, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF HOSPITALITY
PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY
OBLIGATION.
(L)
LEGENDS.
THE SHAREHOLDER UNDERSTANDS AND AGREES THAT THE
CERTIFICATE REPRESENTING THE SHARES ISSUED TO THE SHAREHOLDER PURSUANT TO THE
DEFERRAL AGREEMENT (AND ANY CERTIFICATE OR CERTIFICATES ISSUED IN REPLACEMENT
THEREOF) SHALL BEAR THE FOLLOWING LEGENDS:
(A)
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER