LIKE IMPORT REFERRING TO THE LOAN
AGREEMENT, AND EACH REFERENCE IN THE OTHER LOAN DOCUMENTS TO "THE AGREEMENT",
"THEREUNDER", "THEREOF", OR WORDS OF LIKE IMPORT REFERRING TO THE LOAN AGREEMENT
SHALL MEAN AND BE A REFERENCE TO THE LOAN AGREEMENT, AS MODIFIED HEREBY.
(B)
THE LOAN AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, AS
SPECIFICALLY MODIFIED BY THIS AMENDMENT, ARE AND SHALL CONTINUE TO BE IN FULL
FORCE AND EFFECT AND ARE HEREBY IN ALL RESPECTS RATIFIED AND CONFIRMED.
SECTION 5.
AFFIRMATION OF GUARANTORS.
EACH GUARANTOR HEREBY CONSENTS
TO THE AMENDMENTS TO THE LOAN AGREEMENT EFFECTED HEREBY, AND HEREBY CONFIRMS AND
AGREES THAT, NOTWITHSTANDING THE EFFECTIVENESS OF THIS AMENDMENT, THE
OBLIGATIONS OF SUCH GUARANTOR CONTAINED IN THE LOAN DOCUMENTS TO WHICH IT IS A
PARTY ARE, AND SHALL REMAIN, IN FULL FORCE AND EFFECT AND ARE HEREBY RATIFIED
AND CONFIRMED IN ALL RESPECTS, EXCEPT THAT, ON AND AFTER THE EFFECTIVENESS OF
THIS AMENDMENT, EACH REFERENCE IN THE LOAN AGREEMENT AND IN EACH OF THE OTHER
LOAN DOCUMENTS TO "THE AGREEMENT", "THEREUNDER", "THEREOF" OR WORDS OF LIKE
IMPORT SHALL MEAN AND BE A REFERENCE TO THE LOAN AGREEMENT, AS MODIFIED BY THIS
AMENDMENT.
SECTION 6.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.
SECTION 7.
WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO HEREBY
WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR
NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR
AGAINST ANY PARTY HERETO ARISING OUT OF OR RELATING TO THIS AMENDMENT OR BY
REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG
THE PARTIES HERETO OF ANY KIND OR NATURE RELATING TO ANY OF THE LOAN DOCUMENTS.
SECTION 8.
EXECUTION IN COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED
IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED AN
ORIGINAL, BUT ALL OF WHICH COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT ONE AND
THE SAME INSTRUMENT.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE TO
THIS AMENDMENT BY TELECOPIER SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY
EXECUTED COUNTERPART OF THIS AMENDMENT.
SECTION 9.
COSTS AND EXPENSES.
THE BORROWER HEREBY AGREES TO PAY ALL
REASONABLE COSTS AND EXPENSES ASSOCIATED WITH THE PREPARATION, EXECUTION,
DELIVERY, ADMINISTRATION,
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AND ENFORCEMENT OF THIS AMENDMENT, INCLUDING, WITHOUT LIMITATION, THE FEES AND
EXPENSES OF THE THE AGENT'S COUNSEL AND OTHER OUT-OF-POCKET EXPENSES RELATED
HERETO.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their authorized officers all as of the day and year first above written.
BORROWER:
HOSPITALITY PROPERTIES TRUST
By:
/s/ Mark Kleifges
Name:
Mark Kleifges
Title:
CFO
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GUARANTORS:
HH HPT SUITE PROPERTIES LLC
HH HPTCW II PROPERTIES LLC
HH HPTCY PROPERTIES LLC
HH