Common use of Real Property; Leaseholds Clause in Contracts

Real Property; Leaseholds. (a) Section 4.7(a)(i) of the Disclosure Letter sets forth a true and complete list of the real property currently owned by any Acquired Company and sets forth the Acquired Company owning such properties (collectively, the “Owned Real Properties”). Section 4.7(a)(ii) of the Disclosure Letter sets forth a true and complete list of the real property currently ground leased by any Acquired Company from an unaffiliated third party (collectively, the “Ground Leased Properties” and, together with the Owned Real Properties, the “Properties”), and sets forth the Acquired Company holding such leasehold interest, with the name of the lessor and the date of the lease, any subleases and assignments, any guarantees given and each amendment to any of the foregoing (collectively, the “Ground Leases”). None of the Properties is (i) subject to any decree or order of any Governmental Body to be sold nor being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefore or (ii) subject to any pending or, to the knowledge of the Company Parties, threatened rezoning proceedings, which would reasonably be expected to have a Material Adverse Effect on the Acquired Companies. No Acquired Company has received notice of any violation in any material respect of any covenants, conditions or restrictions affecting any Properties. (b) Except as set forth in Section 4.7(b) of the Disclosure Letter, and except as would not have a Material Adverse Effect on the Acquired Companies, all Title Policies and surveys for the Properties have been provided or made available to Parent prior to the date hereof. No Acquired Company has received any written notice and is not otherwise aware that valid policies of title insurance or title commitments for which premiums have been paid (collectively, the “Title Policies”) insuring the Acquired Companies’ fee simple or leasehold title to the Properties owned or ground leased by any Acquired Company are not in full force and effect. (c) Except as set forth in Section 4.7(c) of the Disclosure Letter, and except as would not have a Material Adverse Effect on the Acquired Companies, each real property lease or sublease (other than the Ground Leases) to which any Acquired Company is a party or subject, as either a tenant, landlord, lessee, lessor, sublandlord or subtenant, has been provided or made available to Parent prior to the date hereof (collectively, the “Space Leases”). (d) Except as would not have a Material Adverse Effect on the Acquired Companies, each of the Ground Leases and the Space Leases is valid, binding and in full force and effect as against the Acquired Companies. No Acquired Company has (i) received notice under any of the Ground Leases or the Space Leases of any default, and, to the knowledge of the Company Parties, no event has occurred which, with notice or lapse of time or both, would constitute a material default by any Acquired Company thereunder or (ii) assigned its interest in any of the Ground Leases or Space Leases or sublet any part of the premises thereby or exercised any option or right thereunder except as, in each case, would not individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies. No penalties are accrued or unpaid under any Ground Lease or Space Lease, except for penalties that would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies. (e) Section 4.7(e) of the Disclosure Letter sets forth (i) a true and complete list of the real property in respect of which any Acquired Company has the right, pursuant to a franchise, license, or other franchise Contract (together with any amendment, guarantees and any ancillary documents and agreements related thereto, the “Franchise Agreements”) to utilize a brand name or other rights of a hotel chain or system from any Person and (ii) the applicable brand of such property. Each such Franchise Agreement has been provided or made available to Parent prior to the date hereof and is valid, binding and in full force and effect as against the Acquired Companies. Except as disclosed on Section 4.7(e) of the Disclosure Letter, no Acquired Company has received or delivered written notice under any of the Franchise Agreements of any material default, including any failure to meet any inspection under any Franchise Agreement.

Real Property; Leaseholds. (a) Section 4.7(a)(i4.8(a)(i) of the Disclosure Letter sets forth a true and complete list of the real property currently owned by any Acquired Company Company, or to the knowledge of the Acquired Companies, any Minority JV Entity, and sets forth the Acquired Company (or the Minority JV Entity, as applicable) owning such properties (collectively, the “Owned Real Properties”). Section 4.7(a)(ii4.8(a)(ii) of the Disclosure Letter sets forth a true and complete list of the real property currently ground leased by any Acquired Company from an unaffiliated third party Company, and to the knowledge of the Acquired Companies, any Minority JV Entity (collectively, the “Ground Leased Properties” and, together with the Owned Real Properties, the “Properties”), and sets forth the Acquired Company (or the Minority JV Entity, as applicable) holding such leasehold interest, with the name of the lessor and the date of the lease, any subleases and assignments, any guarantees given and each amendment to any of the foregoing (collectively, the “Ground Leases”). The Acquired Company (or, to the knowledge of the Acquired Companies, the Minority JV Entity, as applicable) as set forth in Section 4.8(a)(i) of the Disclosure Letter owns good, valid and marketable fee simple title to the Owned Real Properties, and the Acquired Company (or, to the knowledge of the Acquired Companies, the Minority JV Entity, as applicable) set forth in Section 4.8(a)(ii) of the Disclosure Letter owns good, valid and subsisting leasehold title to the Ground Leased Properties, in each case, free and clear of all Encumbrances, except for Permitted Encumbrances, except as would not have a Material Adverse Effect on the Acquired Companies. None of the Properties is (i) subject to any decree or order of any Governmental Body to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefore or (ii) subject to any pending or, to the knowledge of the Company PartiesAcquired Companies, threatened rezoning proceedings, which would reasonably be expected to have a Material Adverse Effect on the Acquired Companies (or, to the knowledge of the Acquired Companies, the applicable Minority JV Entity). No Acquired Company or, to the knowledge of the Acquired Companies, any Minority JV Entity, as applicable, has received notice of any violation in any material respect of any covenants, conditions or restrictions affecting any Properties. (b) Except as set forth in Section 4.7(b4.8(b) of the Disclosure Letter, and except as would not have a Material Adverse Effect on the Acquired Companies, all Title Policies and surveys for the Properties real property currently owned by any Acquired Company and, to the knowledge of the Acquired Companies, any Minority JV Entity have been provided or made available to Parent prior to the date hereof. No Acquired Company or, to the knowledge of the Acquired Companies, any Minority JV Entity, has received any written notice and is not otherwise aware that valid policies of title insurance or title commitments for which premiums have been paid (collectively, the “Title Policies”) insuring the Acquired Companies’ (or, to the knowledge of the Acquired Companies, the Minority JV Entities’, as applicable) fee simple or leasehold title to the Properties owned or ground leased by any Acquired Company (or, to the knowledge of the Acquired Companies, any Minority JV Entity, as applicable) are not in full force and effect. (c) Except as set forth in Section 4.7(c4.8(c) of the Disclosure Letter, and except as would not have a Material Adverse Effect on the Acquired Companies, each real property lease or sublease (other than the Ground Leases) to which any Acquired Company and, to the knowledge of the Acquired Companies, any Minority JV Entity, is a party or subject, as either a tenant, landlord, lessee, lessor, sublandlord or subtenant, has been provided or made available to Parent prior to the date hereof (collectively, the “Space Leases”). (d) Except as would not have a Material Adverse Effect on the Acquired Companies, each of the Ground Leases and the Space Leases is valid, binding and in full force and effect as against the Acquired Companies (or, to the knowledge of the Acquired Companies, the Minority JV Entities, as applicable). No Acquired Company or, to the knowledge of the Acquired Companies, no Minority JV Entity, as applicable, has (i) received notice under any of the Ground Leases or the Space Leases of any default, and, to the knowledge of the Company PartiesAcquired Companies, no event has occurred which, with notice or lapse of time or both, would constitute a material default by any Acquired Company (or any Minority JV Entity, as applicable) thereunder or (ii) assigned its interest in any of the Ground Leases or Space Leases or sublet any part of the premises thereby or exercised any option or right thereunder except as, in each case, would not individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies. No penalties are accrued or unpaid under any Ground Lease or Space Lease, except for penalties that would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies. (e) Except as set forth in Section 4.7(e4.8(e) of the Disclosure Letter or as would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies, and except for capital improvements in the ordinary course of business consistent with past practice and reflected on the capital expenditures budget of the Acquired Companies as made available to Parent prior to the date hereof and ongoing product improvement plan (PIP) obligations as set forth in Section 4.8(e) of the Disclosure Letter, to the knowledge of the Acquired Companies, (i) there is no Property whose building systems are not in working order, (ii) there is no physical damage to any Property, (iii) there is no pending and incomplete renovation or restoration to any Property, and (iv) there are no material structural defects relating to any Property. (f) Section 4.8(f) of the Disclosure Letter sets forth (i) a true and complete list of the real property in respect of which any Acquired Company Company, or to the knowledge of the Acquired Companies, any Minority JV Entity, has the right, pursuant to a franchise, license, satellite agreement, franchise development agreement, area development agreement, development incentive agreement or other franchise Contract (together with any amendment, guarantees and any ancillary documents and agreements related thereto, the “Franchise Agreements”) to utilize a brand name or other rights of a hotel chain or system from any Person and (ii) the applicable brand of such property. Each such Franchise Agreement has been provided or made available to Parent prior to the date hereof and is valid, binding and in full force and effect as against the Acquired CompaniesCompanies (or the Minority JV Entities, as applicable). Except as expressly and specifically disclosed in the Company’s filings under the Exchange Act filed prior to the date hereof or as otherwise disclosed on Section 4.7(e4.8(f) of the Disclosure Letter, no Acquired Company (or, to the knowledge of the Acquired Companies, the Minority JV Entities, as applicable) has received or delivered written notice under any of the Franchise Agreements of any material default, including any failure to meet any inspection under any Franchise Agreement, and, to the knowledge of the Acquired Companies, no event has occurred which, with notice or lapse of time or both, would constitute a material default by any Acquired Company (or any Minority JV Entity, as applicable).

Real Property; Leaseholds. Neither Company nor any of its Subsidiaries owns any real property. Schedule 3.17 to the Company Disclosure Schedule sets forth a list of all real property leases (the “Real Property Leases”) to which Company or any of its Subsidiaries is a party. Except as set forth on Schedule 3.17: (a) Section 4.7(a)(i) There are no leases, lettings, tenancies, or other rights or occupancy relating to any real property which the Company or any of its Subsidiaries possesses or controls, and there are no written or oral promises, understandings, agreements or commitments modifying or supplementing any Real Property Leases. True and correct copies of the Disclosure Letter sets forth a true and complete list of the real property currently owned Real Property Leases (including all amendments thereto) have been provided by any Acquired Company and sets forth the Acquired Company owning such properties (collectively, the “Owned Real Properties”). Section 4.7(a)(ii) of the Disclosure Letter sets forth a true and complete list of the real property currently ground leased by any Acquired Company from an unaffiliated third party (collectively, the “Ground Leased Properties” and, together with the Owned Real Properties, the “Properties”), and sets forth the Acquired Company holding such leasehold interest, with the name of the lessor and the date of the lease, any subleases and assignments, any guarantees given and each amendment to any of the foregoing (collectively, the “Ground Leases”). None of the Properties is (i) subject to any decree or order of any Governmental Body to be sold nor being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefore or (ii) subject to any pending or, to the knowledge of the Company Parties, threatened rezoning proceedings, which would reasonably be expected to have a Material Adverse Effect on the Acquired Companies. No Acquired Company has received notice of any violation in any material respect of any covenants, conditions or restrictions affecting any PropertiesParent. (b) Except as set forth in Section 4.7(b) To Company’s knowledge, no portion of the Disclosure Letterreal property leased pursuant to the Real Property Leases (the “Leased Real Property”) is subject to any pending condemnation proceeding by any public or quasi-public authority and, to Company’s knowledge, there is no threatened condemnation proceeding with respect thereto. (c) To Company’s knowledge, there is no litigation or proceeding pending involving the Leased Real Property. (d) Company has not received any notice of any proceedings, now pending or threatened, pertaining to an increase in the assessed valuation of the Leased Real Property. (e) All Leased Real Property is in use and except in a condition that complies in all material respects with all applicable zoning codes, municipal codes, building codes and any other applicable Law. (f) There are now in full force and effect duly issued certificates of occupancy permitting the Leased Real Property and improvements located thereon to be legally used and occupied as the same are now constituted. (g) All of the Leased Real Property has rights of access to dedicated public highways. The Company has not received notice from any Governmental Entity of any action which would not have prohibit or adversely affect the ordinary rights of access to and from the Leased Real Property from and to the existing adjacent highways and roads. (h) To the Company’s knowledge, there are no claims made by any third party of adverse possession or prescriptive rights involving any of the Leased Real Property. (i) None of the Leased Real Property is located in a Material Adverse Effect on flood plain, flood hazard area, wetland or lakeshore erosion area within the Acquired Companies, all Title Policies and surveys for the Properties meaning of any Law. (j) No public improvements have been provided commenced and to Company’s knowledge none are planned which in either case may result in special assessments against or made available to Parent prior to otherwise materially adversely affect any Leased Real Property. (k) Each of the date hereof. No Acquired Company has received any written notice and Real Property Leases is not otherwise aware that valid policies of title insurance or title commitments for which premiums have been paid (collectively, the “Title Policies”) insuring the Acquired Companies’ fee simple or leasehold title to the Properties owned or ground leased by any Acquired Company are not in full force and effect, constitutes a valid and binding obligation of Company or any Subsidiary which is a party thereto and, to Company’s knowledge, all other parties thereto, and is enforceable in accordance with its terms. (cl) Except as set forth in Section 4.7(c) Company and each of its Subsidiaries has paid, performed and observed all of the Disclosure Lettermaterial terms, covenants, conditions and except as would not have a Material Adverse Effect on obligations under the Acquired Companies, each real property lease or sublease (other than the Ground Leases) Real Property Leases to which any Acquired Company it is a party or subject, as either a tenant, landlord, lessee, lessor, sublandlord or subtenant, has been provided or made available to Parent prior to and there are no events which have occurred that with the date hereof (collectively, the “Space Leases”). (d) Except as would not have a Material Adverse Effect on the Acquired Companies, each giving of the Ground Leases and the Space Leases is valid, binding and in full force and effect as against the Acquired Companies. No Acquired Company has (i) received notice under any of the Ground Leases or the Space Leases of any default, and, to the knowledge of the Company Parties, no event has occurred which, with notice or lapse passage of time or both, would constitute result in a material default by any Acquired Company thereunder or (ii) assigned its interest in any of the Ground Leases or Space Leases or sublet any part of the premises thereby or exercised any option or right thereunder except as, in each case, would not individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies. No penalties are accrued or unpaid under any Ground Lease or Space Lease, except for penalties that would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies. (e) Section 4.7(e) of the Disclosure Letter sets forth (i) a true and complete list of the real property in respect of which any Acquired Company has the right, pursuant to a franchise, license, or other franchise Contract (together with any amendment, guarantees and any ancillary documents and agreements related thereto, the “Franchise Agreements”) to utilize a brand name or other rights of a hotel chain or system from any Person and (ii) the applicable brand of such property. Each such Franchise Agreement has been provided or made available to Parent prior to the date hereof and is valid, binding and in full force and effect as against the Acquired Companies. Except as disclosed on Section 4.7(e) of the Disclosure Letter, no Acquired Company has received or delivered written notice its Subsidiaries under any of the Franchise Agreements Real Property Leases. Neither Company nor any of its Subsidiaries has received any notice of any material defaultdefault related to any of the Real Property Leases, including and no party currently has the right to cancel or terminate any failure of the Real Property Leases. (m) Neither the Company nor any of its Subsidiaries is a landlord pursuant to meet any inspection under any Franchise Agreementof the Real Property Leases or otherwise.