PASS THROUGH REPRESENTATIONS AND WARRANTIES OF MARRIOTT. Subject to Section 5.17, Marriott represents and warrants, and to the extent applicable covenants, to the Purchaser, as of the date hereof and as of the Closing Date, that except as disclosed on the Disclosure Schedules set forth herein and in the CTF Agreement:
PASS THROUGH REPRESENTATIONS AND WARRANTIES OF MARRIOTT. 22 Section 5.1 Organization, Existence; Records and Actions. 22 Section 5.2 Authority, Approval and Enforceability. 23 Section 5.3 Capitalization. 23 Section 5.4 Lines of Business. 24 Section 5.5 No Conflicts; Consents. 25 Section 5.6 Balance Sheets. 26 Section 5.7 Absence of Certain Changes. 27 Section 5.8 Litigation and Related Matters. 27 Section 5.9 Compliance with Laws; Governmental Authorizations. 28 Section 5.10 Contracts and Commitments. 28 Section 5.11 Hotel Properties. 29 Section 5.12 Intellectual Property. 29 Section 5.13 Employee Benefits. 29 Section 5.14 Insurance. 30 Section 5.15 Leases. 31 Section 5.16 Taxes. 31 Section 5.17 Limitations. 33 ARTICLE 5A. MANAGER REPRESENTATIONS AND WARRANTIES. 34 Section 5.1A Organization, Existence; Records and Actions. 34 Section 5.2A Authority, Approval and Enforceability. 34 Section 5.3A Capitalization. 34 Section 5.4A Lines of Business. 35 Section 5.5A No Conflicts; Consents. 35 Section 5.6A Balance Sheets. 36 Section 5.7A Absence of Certain Changes. 36 Section 5.8A Litigation and Related Matters. 37 Section 5.9A Compliance with Laws; Governmental Authorizations. 37 Section 5.10A Contracts and Commitments. 38 Section 5.11A Hotel Properties. 38 Section 5.12A Intellectual Property. 38 Section 5.13A Employee Benefits. 39 Section 5.14A Insurance. 39 Section 5.15A Leases. 39 Section 5.16A Taxes. 39 Section 5.17A Inaccuracy of Pass Through Representations 41 ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 41 Section 6.1 Organization. 41 Section 6.2 Authority. 41 Section 6.3 No Conflict; Required Filings and Consents. 42 Section 6.4 Financing. 43
