Common use of Condition of the Hotels Clause in Contracts

Condition of the Hotels. Manager acknowledges receipt and delivery of possession of each Hotel, and Manager accepts each Hotel in its "as is" condition as of the Effective Date, subject to the rights of parties in possession, the existing title, including all covenants, conditions, restrictions, reservations, mineral leases, easements and other matters of record or that are visible or apparent on the Hotels, all applicable Legal Requirements, and such other matters which would be disclosed by an inspection of the Hotels and the record title thereto or by an accurate survey thereof. MANAGER REPRESENTS THAT: IT HAS INSPECTED THE HOTELS INCLUDING THE FF&E AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY; AS OF THE EFFECTIVE DATE, THE HOTELS ARE IN COMPLIANCE WITH THE APPLICABLE BRAND STANDARDS IN ALL MATERIAL RESPECTS; EXCEPT FOR CAPITAL REPLACEMENTS TO BE MADE FROM TIME TO TIME USING FUNDS TO BE DEPOSITED IN THE RESERVE ACCOUNT PURSUANT TO SECTION 5.2(a) AND AMOUNTS TO BE EXPENDED BY THE MANAGER'S AFFILIATES AS REQUIRED BY THE PURCHASE AGREEMENT, MANAGER CURRENTLY DOES NOT ANTICIPATE THE NEED TO MAKE CAPITAL REPLACEMENTS DURING THE FIRST FIVE YEARS OF THE TERM (PROVIDED, HOWEVER, SUCH REPRESENTATION IS NOT A GUARANTY OR WARRANTY THAT NO SUCH CAPITAL REPLACEMENTS WILL BE REQUIRED); AND IT IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF OWNER, PURCHASER OR ANY OF THEIR AGENTS OR EMPLOYEES WITH RESPECT TO ANY OF THE MATTERS SET FORTH IN THIS SECTION. MANAGER WAIVES ANY CLAIM OR ACTION AGAINST OWNER AND PURCHASER WITH RESPECT TO THE CONDITION OF THE HOTELS. PURCHASER AND OWNER MAKE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY HOTEL OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT.

Condition of the Hotels. (a) As of the Effective Date for each Hotel, and subject to the terms of Sections 2.6(b) and 2.6(c), Manager acknowledges receipt and delivery of possession of each such Hotel, and Manager accepts each such Hotel in its "“as is" ” condition as of the Effective Datesuch date, subject to the rights of parties in possession, the existing title, including all covenants, conditions, restrictions, reservations, mineral leases, easements and other matters of record or that are visible or apparent on the Hotels, all applicable Legal Requirements, and such other matters which would be disclosed by an inspection of the Hotels and the record title thereto or by an accurate survey thereof. PROVIDED OWNER PERFORMS ITS OBLIGATIONS UNDER SECTIONS 5.3 TO FUND UP TO $25,000,000 AND SUBJECT TO MANAGER’S RIGHT TO USE SUCH FUNDS FOR THEIR INTENDED PURPOSES, MANAGER REPRESENTS THAT: IT HAS INSPECTED THE HOTELS INCLUDING THE FF&E AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY; AS ALL OF THE EFFECTIVE DATE, THE AMERSUITE HOTELS ARE IN COMPLIANCE WITH THE APPLICABLE BRAND STANDARDS IN ALL MATERIAL RESPECTS; EXCEPT FOR CAPITAL REPLACEMENTS REPLACEMENT TO BE MADE FROM TIME TO TIME USING FUNDS TO BE DEPOSITED IN THE RESERVE ACCOUNT PURSUANT TO SECTION SECTIONS 5.2(a) AND AMOUNTS TO BE EXPENDED BY THE MANAGER'S AFFILIATES AS REQUIRED BY THE PURCHASE AGREEMENTand 5.3, MANAGER CURRENTLY DOES NOT ANTICIPATE THE NEED TO MAKE CAPITAL REPLACEMENTS DURING THE FIRST FIVE YEARS OF THE TERM (PROVIDED, HOWEVER, SUCH REPRESENTATION IS NOT A GUARANTY OR WARRANTY THAT NO SUCH CAPITAL REPLACEMENTS WILL BE REQUIRED); AND EXCEPT AS PROVIDED IN SECTIONS 2.6(b) and 2.6(c), IT IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF OWNER, PURCHASER LANDLORD OR ANY OF THEIR AGENTS OR EMPLOYEES WITH RESPECT TO ANY OF THE MATTERS SET FORTH IN THIS SECTION. EXCEPT AS PROVIDED IN SECTIONS 2.6(b) and 2.6(c), MANAGER WAIVES ANY CLAIM OR ACTION AGAINST OWNER AND PURCHASER LANDLORD WITH RESPECT TO THE CONDITION OF THE HOTELS. PURCHASER EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 2.6(b) and 2.6(c), LANDLORD AND OWNER MAKE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY HOTEL THE HOTELS OR ANY PART THEREOF, EITHER AS TO ITS THEIR FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT. (b) Landlord warrants and represents that: its investigation of the Prime Hotels made in connection with the acquisition of the Prime Hotels was conducted in a manner consistent in all material respects with the standards generally employed by HPT and its Affiliates in connection with their acquisitions of hotel properties; and, based on such investigation, when Landlord acquired the Prime Hotels it believed that the statements in Exhibit C were true with respect to the Prime Hotels in all material respects except as disclosed in the copies of the title reports and policies and environmental reports obtained by Landlord or its Affiliates in connection with its acquisition of the Prime Hotels which have been provided to Manager and/or its counsel or in other materials obtained by Manager or otherwise disclosed in writing to, or known by, Manager. (c) Each of Landlord and Owner warrants and represents to Manager that, except as disclosed in the copies of the title reports and policies and environmental reports obtained by Landlord or its Affiliates in connection with its acquisition of the Prime Hotels which have been provided to Manager and/or its counsel and the other materials 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 Prime Hotels to cause any of the statements in Exhibit C to be untrue in any material respect as of the Prime Hotels Effective Date. Landlord and Owner shall not do anything between the date hereof and the Prime Hotels Effective Date with respect to the Prime Hotels which causes the statements in Exhibit C to be untrue in any material respect on the Prime Hotels Effective Date. (d) The representations and warranties made in this Agreement are made as of the date hereof. All representations and warranties made in this Agreement shall survive the Effective Dates.

Condition of the Hotels. Manager acknowledges receipt and delivery of possession of each Hotel, and Manager accepts each Hotel in its "“as is" ” condition as of the Effective Date, subject to the rights of parties in possession, the existing title, including all covenants, conditions, restrictions, reservations, mineral leases, easements and other matters of record or that are visible or apparent on the Hotels, all applicable Legal Requirements, and such other matters which would be disclosed by an inspection of the Hotels and the record title thereto or by an accurate survey thereof. MANAGER REPRESENTS THAT: IT HAS INSPECTED THE HOTELS INCLUDING THE FF&E AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY; AS OF THE EFFECTIVE DATE, THE HOTELS ARE IN COMPLIANCE WITH THE APPLICABLE BRAND STANDARDS IN ALL MATERIAL RESPECTS; EXCEPT FOR CAPITAL REPLACEMENTS TO BE MADE FROM TIME TO TIME USING FUNDS TO BE DEPOSITED IN THE RESERVE ACCOUNT PURSUANT TO SECTION 5.2(a) AND AMOUNTS TO BE EXPENDED BY THE MANAGER'S ’S AFFILIATES AS REQUIRED BY THE PURCHASE AGREEMENT, MANAGER CURRENTLY DOES NOT ANTICIPATE THE NEED TO MAKE CAPITAL REPLACEMENTS DURING THE FIRST FIVE YEARS OF THE TERM (PROVIDED, HOWEVER, SUCH REPRESENTATION IS NOT A GUARANTY OR WARRANTY THAT NO SUCH CAPITAL REPLACEMENTS WILL BE REQUIRED); AND IT IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF OWNER, PURCHASER OR ANY OF THEIR AGENTS OR EMPLOYEES WITH RESPECT TO ANY OF THE MATTERS SET FORTH IN THIS SECTION. MANAGER WAIVES ANY CLAIM OR ACTION AGAINST OWNER AND PURCHASER WITH RESPECT TO THE CONDITION OF THE HOTELS. PURCHASER AND OWNER MAKE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY HOTEL OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT.

Condition of the Hotels. Subject to the provisions of Article V hereof with respect to Reserves (and any provision in connection therewith contained in the Owner Agreement), Manager acknowledges receipt and delivery of possession of each Hotel, and Manager accepts each Hotel in its "as is" condition as of the Effective DateDate for such Hotel, subject to the rights of parties in possession, the existing title, including all covenants, conditions, restrictions, reservations, mineral leases, easements and other matters of record or that are visible or apparent on the Hotels, all applicable Legal Requirements, the lien of any financing instruments, mortgages and deeds of trust existing prior to the Effective Date for such Hotel and permitted by the terms of this Agreement, and such other matters which would be disclosed by an inspection of the Hotels and the record title thereto or by an accurate survey thereof. MANAGER REPRESENTS THAT: THAT IT HAS INSPECTED THE HOTELS INCLUDING THE FF&E AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY; AS OF THE EFFECTIVE DATE, THE HOTELS ARE IN COMPLIANCE WITH THE APPLICABLE BRAND STANDARDS IN ALL MATERIAL RESPECTS; EXCEPT FOR CAPITAL REPLACEMENTS TO BE MADE FROM TIME TO TIME USING FUNDS TO BE DEPOSITED IN THE RESERVE ACCOUNT PURSUANT TO SECTION 5.2(a) SATISFACTORY AND AMOUNTS TO BE EXPENDED BY THE MANAGER'S AFFILIATES AS REQUIRED BY THE PURCHASE AGREEMENT, MANAGER CURRENTLY DOES NOT ANTICIPATE THE NEED TO MAKE CAPITAL REPLACEMENTS DURING THE FIRST FIVE YEARS OF THE TERM (PROVIDED, HOWEVER, SUCH REPRESENTATION IS NOT A GUARANTY OR WARRANTY THAT NO SUCH CAPITAL REPLACEMENTS WILL BE REQUIRED); AND IT IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF OWNERTENANT, PURCHASER LANDLORD OR ANY OF THEIR AGENTS OR EMPLOYEES WITH RESPECT TO ANY OF THE MATTERS THERETO, EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION. HEREIN, AND MANAGER WAIVES ANY CLAIM OR ACTION AGAINST OWNER TENANT AND PURCHASER WITH LANDLORD IN RESPECT TO OF THE CONDITION OF THE HOTELS. PURCHASER EXCEPT AS EXPRESSLY SET FORTH HEREIN, TENANT AND OWNER LANDLORD MAKE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH IN RESPECT TO ANY HOTEL OF THE HOTELS OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT. To the maximum extent permitted by law, however, Tenant hereby assigns to Manager all of Tenant's rights to proceed against any predecessor in title, contractors and materialmen for breaches of warranties or representations or for latent defects in the Hotels. Tenant shall fully cooperate with Manager in the prosecution of any such claims, in Tenant's or Manager's name, the cost of which shall be a Deduction for the applicable Hotel hereunder. Notwithstanding anything to the contrary in this Section 1.07, no provision hereof shall be deemed to affect Manager's right to use or call for additional deposits into the Reserve for any Hotel as provided for herein or in the Owner Agreement or in the Lease.

Condition of the Hotels. Manager acknowledges receipt and delivery of possession of each Hotel, and Manager accepts each Hotel in its "“as is" ” condition as of the Effective Date, subject to the rights of parties in possession, the existing title, including all covenants, conditions, restrictions, reservations, mineral leases, easements and other matters of record or that are visible or apparent on the Hotels, all applicable Legal Requirements, and such other matters which would be disclosed by an inspection of the Hotels and the record title thereto or by an accurate survey thereof. MANAGER REPRESENTS THAT: IT HAS INSPECTED THE HOTELS INCLUDING THE FF&E AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY; AS OF THE EFFECTIVE DATE, THE HOTELS ARE SATISFACTORY AND IN COMPLIANCE WITH THE APPLICABLE BRAND STANDARDS IN ALL MATERIAL RESPECTS; EXCEPT FOR CAPITAL REPLACEMENTS REPLACEMENT TO BE MADE FROM TIME TO TIME USING FUNDS TO BE DEPOSITED IN THE RESERVE ACCOUNT PURSUANT TO SECTION 5.2(a) AND AMOUNTS TO BE EXPENDED BY THE MANAGER'S AFFILIATES AS REQUIRED BY THE PURCHASE AGREEMENT), MANAGER CURRENTLY DOES NOT ANTICIPATE ANTICIPATED THE NEED TO MAKE CAPITAL REPLACEMENTS DURING THE FIRST FIVE YEARS OF THE TERM (PROVIDED, HOWEVER, SUCH REPRESENTATION IS NOT A GUARANTY OR WARRANTY THAT NO SUCH CAPITAL REPLACEMENTS REPLACEMENT WILL BE REQUIRED); AND IT IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF OWNER, PURCHASER OR ANY OF THEIR AGENTS OR EMPLOYEES WITH RESPECT TO ANY OF THE MATTERS SET FORTH IN THIS SECTION. MANAGER WAIVES ANY CLAIM OR ACTION AGAINST OWNER AND PURCHASER WITH RESPECT TO THE CONDITION OF THE HOTELS. PURCHASER AND OWNER MAKE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY HOTEL THE HOTELS OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT.

Condition of the Hotels. (a) Manager acknowledges receipt and delivery of possession of each Hotel, and Manager accepts each Hotel in its "“as is" ” condition as of the Effective Date, subject to the rights of parties in possession, the existing title, including all covenants, conditions, restrictions, reservations, mineral leases, easements and other matters of record or that are visible or apparent on the Hotels, all applicable Legal Requirements, and such other matters which would be disclosed by an inspection of the Hotels and the record title thereto or by an accurate survey thereof. MANAGER REPRESENTS THAT: IT HAS INSPECTED THE HOTELS INCLUDING THE FF&E AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY; EXCEPT FOR THE BALTIMORE HOTEL, AS OF THE EFFECTIVE DATE, THE HOTELS ARE IN COMPLIANCE WITH THE APPLICABLE BRAND STANDARDS IN ALL MATERIAL RESPECTS; EXCEPT FOR CAPITAL REPLACEMENTS TO BE MADE FROM TIME TO TIME USING THE BALTIMORE REBRANDING AMOUNTS, FUNDS TO BE DEPOSITED IN THE RESERVE ACCOUNT PURSUANT TO SECTION 5.2(a) AND AMOUNTS TO BE EXPENDED BY THE MANAGER'S ’S AFFILIATES AS REQUIRED BY THE PURCHASE AGREEMENT, MANAGER CURRENTLY DOES NOT ANTICIPATE THE NEED TO MAKE CAPITAL REPLACEMENTS DURING THE FIRST FIVE YEARS OF THE TERM (PROVIDED, HOWEVER, SUCH REPRESENTATION IS NOT A GUARANTY OR WARRANTY THAT NO SUCH CAPITAL REPLACEMENTS WILL BE REQUIRED); AND IT IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF OWNER, PURCHASER OR ANY OF THEIR AGENTS OR EMPLOYEES WITH RESPECT TO ANY OF THE MATTERS SET FORTH IN THIS SECTION. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, MANAGER WAIVES ANY CLAIM OR ACTION AGAINST OWNER AND PURCHASER WITH RESPECT TO THE CONDITION OF THE HOTELS. PURCHASER AND OWNER MAKE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY HOTEL OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT. (b) Manager’s representations set forth in Section 2.6(a) are qualified as to the Baltimore Hotel in certain respects because, prior to its Effective Date, the Baltimore Hotel was operated as an unbranded hotel that was owned by an unrelated third party and, in order to bring the Baltimore Hotel into compliance with applicable Brand Standards, Manager will need to spend the Baltimore Rebranding Amounts on various items as contemplated by Section 5.2(h). Manager reasonably believes that the Baltimore Rebranding Amounts shall be sufficient for purposes of bringing the Baltimore Hotel into compliance with applicable Brand Standard. Except for those Capital Replacements that are to be made at the Baltimore Hotel using the Baltimore Rebranding Amounts, Manager currently does not anticipate the need to make any other Capital Replacements during the first five (5) years of the Term with respect to the Baltimore Hotel (provided, however, such representation is not a guaranty or a warranty that no such Capital Replacements will be required). Manager covenants to complete the rebranding of the Baltimore Hotel on or prior to January 1, 2007.

Condition of the Hotels. Manager acknowledges receipt and delivery of possession of each Original Hotel, and Manager accepts each Original Hotel and, subject to the terms of Sections 35, 36 and 41 of the First Amendment, each Expansion Hotel in its "“as is" ” condition as of of, respectively, the Effective Date and the Expansion Date, subject to the rights of parties in possession, the existing title, including all covenants, conditions, restrictions, reservations, mineral leases, easements and other matters of record or that are visible or apparent on the Hotels, all applicable Legal Requirements, and such other matters which would be disclosed by an inspection of the Hotels and the record title thereto or by an accurate survey thereof. MANAGER REPRESENTS THAT: IT HAS INSPECTED THE HOTELS INCLUDING THE FF&E AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY; AS OF THE EFFECTIVE DATE, THE ORIGINAL HOTELS ARE IN COMPLIANCE WITH THE APPLICABLE BRAND STANDARDS IN ALL MATERIAL RESPECTS; EXCEPT FOR CAPITAL REPLACEMENTS REPLACEMENT TO BE MADE FROM TIME TO TIME USING FUNDS TO BE DEPOSITED IN THE RESERVE ACCOUNT PURSUANT TO SECTION 5.2(a) AND AMOUNTS TO BE EXPENDED BY SECTION 33 OF THE MANAGER'S AFFILIATES AS REQUIRED BY THE PURCHASE AGREEMENTFIRST AMENDMENT, MANAGER CURRENTLY DOES NOT ANTICIPATE ANTICIPATED THE NEED TO MAKE CAPITAL REPLACEMENTS DURING THE FIRST FIVE YEARS OF THE TERM (PROVIDED, HOWEVER, SUCH REPRESENTATION IS NOT A GUARANTY OR WARRANTY THAT NO SUCH CAPITAL REPLACEMENTS REPLACEMENT WILL BE REQUIRED); AND AND, EXCEPT AS PROVIDED IN SECTION 36 OF THE FIRST AMENDMENT, IT IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF OWNER, PURCHASER OR ANY OF THEIR AGENTS OR EMPLOYEES WITH RESPECT TO ANY OF THE MATTERS SET FORTH IN THIS SECTION. SUBJECT TO THE TERMS OF SECTION 36 AND SECTION 37 OF THE FIRST AMENDMENT, MANAGER WAIVES ANY CLAIM OR ACTION AGAINST OWNER AND PURCHASER WITH RESPECT TO THE CONDITION OF THE HOTELS. EXCEPT AS PROVIDED IN SECTION 36 OF THE FIRST AMENDMENT, PURCHASER AND OWNER MAKE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY HOTEL THE HOTELS OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT. 16. For purposes of determining whether Owner and its Affiliates own or lease at least fifty (50%) percent of the hotels comprising the Brand under Section 6.1 of the Management Agreement, the Expansion Hotels shall be excluded as though Expansion Hotels were neither owned or leased by Owner or its Affiliates and as though the Expansion Hotels were not a portion of the hotels comprising the brand. 17. The first sentence of Section 5.1 of the Management Agreement is deleted and replaced with the following: Manager shall (a) contribute to the Working Capital for the Hotels an amount reasonably sufficient to pay (i) Operating Costs for the Original Hotels for the first thirty (30) days of operating the same following the Effective Date and (ii) Operating Costs for the Expansion Hotels for the first thirty (30) days of operating the same following the Expansion Date to the extent such Operating Costs for the Expansion Hotels for such period exceeds $750,000 collectively, the “Initial Working Capital”) and (b) upon the execution and delivery hereof, pay to Owner the monthly installment of Owner’s Priority for the month in which the Effective Date occurs. 18. On the Expansion Date Owner shall advance to Manager an amount equal to the excess of $750,000 over the actual Working Capital of the Expansion Hotels delivered to Manager on the Expansion Date. The amount so advanced shall be added to the Working Capital of the Hotels and used to pay Operating Costs as they come due. 19. The last sentence of Section 5.1 of the Management Agreement is deleted and replaced with the following: Upon the expiration or earlier termination of the Term, the Working Capital of the Hotels shall be applied to pay all Operating Costs and all amounts owned to Owner to the extent Gross Revenues are insufficient. Thereafter, any remaining Working Capital shall be applied as follows: (i) first, provided there is no uncured Manager Default, to Manager, Manager’s Share of any remaining Working Capital; and (ii) to Owner, the balance of the Working Capital. 20. Section 7.5 of the Management Agreement is amended by inserting at the end thereof the following: Notwithstanding the foregoing, the Buckhead Hotel shall be included in the Reservation System for the Buckhead Brand, and Owner acknowledges that the other Expansion Hotels shall be added to the Reservation System as soon as practicable after the Expansion Date. 21. Section 7.7(a) of the Management Agreement is amended by inserting “and Section 33 of the First Amendment” after “7.7(b)” in the first line thereof. 22. Section 8.2(a) of the Management Agreement is amended by inserting the following after the first sentence thereof: Notwithstanding the foregoing, (i) Manager shall not be obligated to prepare or deliver Yearly Budgets for the Expansion Hotels for the 2003 and 2004 Fiscal Years; (ii) Manager shall deliver to Owner, each month until January, 2005, Manager’s then most current forecast of the Expansion Hotels for the next twelve (12) months, which forecasts shall be in Manager’s customary form; and (iii) on or before December 15, 2003, Manager shall provide to Owner a month-by-month schedule of the draws from the Reserve Account which Manager anticipates to make during the 2004 and 2005 fiscal year in connection with renovating the Expansion Hotels; and (iv) Manager shall periodically provide Owner with updates to such schedule consistent with good management and construction practices. 23. There is inserted at the end of Section 9.1(a) of the Management Agreement, the following: Notwithstanding anything contained herein to the contrary, to the extent that Base Management Fees for the Expansion Hotels for any Fiscal Year up to and including the Fiscal Year ending on December 31, 2008 are not paid in accordance with the terms hereof, the same shall not accrue from year to year, and Manager shall not be entitled to receive the payment thereof from the Gross Revenues of any subsequent Fiscal Year. For purpose of this Section 9.1(a), the Gross Revenues of the Expansion Hotels and the applications thereof shall be calculated separately from the calculations of the Gross Revenues and applications thereof of the Original Hotels. 24. The following is inserted at the end of the first sentence of Section 9.2 of the Management Agreement: provided, however, Manager shall pay as Operating Costs, only the service fees (excluding franchise fees) generally payable by franchisees of the Buckhead Brand. 25. Section 10.1(c) is deleted in its entirety and replaced with the following:

Condition of the Hotels. (a) As of the Effective Date, subject to the terms of Sections 2.6(b) and 2.6(c), Manager acknowledges receipt and delivery of possession of each Hotel, and Manager accepts each Hotel in its "as is" condition as of the Effective Date, subject to the rights of parties in possession, the existing title, including all covenants, conditions, restrictions, reservations, mineral leases, easements and other matters of record or that are visible or apparent on the Hotels, all applicable Legal Requirements, and such other matters which would be disclosed by an inspection of the Hotels and the record title thereto or by an accurate survey thereof. MANAGER REPRESENTS THAT: IT HAS INSPECTED THE HOTELS INCLUDING THE FF&E AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY; AS OF THE EFFECTIVE DATE, THE HOTELS ARE SATISFACTORY AND IN COMPLIANCE WITH THE APPLICABLE BRAND STANDARDS IN ALL MATERIAL RESPECTS; EXCEPT FOR CAPITAL REPLACEMENTS REPLACEMENT TO BE MADE FROM TIME TO TIME USING FUNDS TO BE DEPOSITED IN THE RESERVE ACCOUNT PURSUANT TO SECTION 5.2(a) AND AMOUNTS TO BE EXPENDED BY THE MANAGER'S AFFILIATES AS REQUIRED BY THE PURCHASE AGREEMENT), MANAGER CURRENTLY DOES NOT ANTICIPATE THE NEED TO MAKE CAPITAL REPLACEMENTS DURING THE FIRST FIVE YEARS OF THE TERM (PROVIDED, HOWEVER, SUCH REPRESENTATION IS NOT A GUARANTY OR WARRANTY THAT NO SUCH CAPITAL REPLACEMENTS REPLACEMENT WILL BE REQUIRED); AND AND, EXCEPT AS PROVIDED IN SECTIONS 2.6(b) and 2.6(c) IT IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF OWNER, PURCHASER ANY LANDLORD OR ANY OF THEIR AGENTS OR EMPLOYEES WITH RESPECT TO ANY OF THE MATTERS SET FORTH IN THIS SECTION. EXCEPT AS PROVIDED IN SAID SECTIONS, MANAGER WAIVES ANY CLAIM OR ACTION AGAINST OWNER AND PURCHASER OR THE LANDLORDS WITH RESPECT TO THE CONDITION OF THE HOTELS. PURCHASER EXCEPT AS PROVIDED IN SAID SECTIONS, THE LANDLORDS AND OWNER MAKE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY HOTEL OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT. (b) Master Landlord warrants and represents that: its investigation of the Original Hotels made in connection with the acquisition of the Original Hotels was conducted in a manner consistent in all material respects with the standards generally employed by Master Landlord for HPT Group in connection with their acquisitions of hotel properties; and, based on such investigation, when Master Landlord acquired the Original Hotels it believed that the statements in Exhibit C were true with respect to the Original Hotels in all material respects except as disclosed in the 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 Master Landlord, any and all rights Master Landlord may have under or with respect to any title insurance policy, engineering report, survey, zoning opinion or report or environmental study obtained by Master Landlord in connection with such acquisition. The terms of Section 2.6(f) shall apply to any recovery by Manager in connection therewith.