Common use of Tenant’s Representations Clause in Contracts

Tenant’s Representations. In addition to the any other representation or warranty set forth herein and as an inducement to Landlord to enter into this Agreement, Tenant hereby represents and warrants to Landlord as follows: (a) Tenant is a single purpose, limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware. Tenant has all requisite power and authority under the laws of the State of Delaware and the laws of the State of Colorado and Massachusetts and its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Tenant is duly authorized to transact business in any jurisdiction in which the nature of the business conducted by it requires such qualification. (b) Tenant has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of this Agreement and any document to be delivered by Tenant, prior to the date hereof, such document shall constitute the valid and binding obligation and agreement of Tenant, enforceable against Tenant in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and except to the extent that the availability of equitable relief may be subject to the discretion of the court before which any proceeding may be brought. (c) Except as disclosed on EXHIBIT "I", there are no judgements presently outstanding and unsatisfied against Tenant or any of its properties, and neither Tenant nor any of its properties are involved in any material litigation at law or in equity or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could reasonably be expected to materially adversely affect Tenant, and no such material litigation or proceeding is, to the knowledge of Tenant, threatened against Tenant and no investigation looking toward such a proceeding has begun or is contemplated. (d) In the reasonable opinion of Tenant, the Leased Property and the Leased Improvements therein are adequately furnished and contain adequate FF&E and inventory consistent with the amount of FF&E and inventory which is customarily maintained in a hotel of the type and character of the Leased Property as otherwise required to operate the Leased Property in a manner contemplated by this Agreement and in compliance with the Management Agreement and all Legal Requirements. If, from and after the Commencement Date, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Leased Property which belong to anyone other than Tenant, Tenant shall require the agreement permitting such use to provide that Landlord or its designee may assume Tenant's rights and obligations under such agreement upon the termination of this Agreement and any assumption of management or operation of the Leased Property by Landlord or its designee. (e) During the Term of this Agreement, except as approved in writing by Landlord, and except for those nights when all rooms in the Leased Property are sold, Tenant shall not, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, knowingly and in bad faith divert or attempt to divert any business or customer of the Leased Property to any competitor, by direct or indirect inducement or otherwise, in an effort or with the goal to reduce Percentage Rent due hereunder. (f) All employees of Tenant are solely employees of Tenant, Manager or an Affiliated Person thereof and not Landlord. Tenant is not Landlord's agent for any purpose in regard to Tenant's employees or otherwise. Tenant shall, commencing as of, and with the Commencement Date, be liable and responsible for all claims by or related to the employees of the Leased Property. Further, Tenant expressly acknowledges and agrees that Landlord does not exercise any direction or control over the employment policies or employment decisions of Tenant. (g) Tenant's equity is directly and (if applicable) indirectly owned as shown on EXHIBIT "G". Tenant shall submit to Landlord within ninety (90) days after the end of each Fiscal Year during the Term of this Agreement, a list of all partners of the Tenant (being a limited partnership), and the respective interests in Tenant held by each of such partners as of the end of each Fiscal Year. If Tenant is a corporation, or if any partner of Tenant is a corporation (other than Wyndham), Tenant shall submit to Landlord within ninety (90) days after the end of each Fiscal Year during the Term of this Agreement, a list of all shareholders and the respective interests of Tenant (or such corporate partner) held by each of such shareholders as of the end of each Fiscal Year. In addition, if Tenant is a limited liability company, Tenant shall submit to Landlord within 90 days after the end of each Fiscal Year during the Term of this Agreement, a list of all members and the respective interests in Tenant held by each member as of the end of each Fiscal Year.

Tenant’s Representations. In addition to the any other representation or warranty set forth herein and as an inducement to Landlord to enter into this AgreementLease, Tenant hereby represents and warrants to Landlord as follows: (a) Tenant is a single purpose, [limited liability company company] which is duly organized and validly existing and in good standing under the laws of the State state of Delawareits formation. Tenant has all requisite power and authority under the laws of the State state of Delaware and the laws of the State of Colorado and Massachusetts its formation and its articles of organization and agreement of limited partnership or other charter documents to enter into and perform its obligations under this Agreement Lease and to consummate the transactions contemplated hereby. Tenant is duly authorized registered or authorized, as applicable, to transact business in any jurisdiction in which the nature of the business conducted by it requires such qualification. (b) Tenant has taken all necessary action to authorize the execution, delivery and performance of this AgreementLease, and upon the execution and delivery of this Agreement and any document to be delivered by Tenant, prior to the date hereof, such document shall constitute the valid and binding obligation and agreement of Tenant, enforceable against Tenant in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and except to the extent that the availability of equitable relief may be subject to the discretion of the court before which any proceeding may be brought. (c) Except as disclosed on EXHIBIT "I", there There are no judgements judgments presently outstanding and unsatisfied against Tenant or any of its properties, and neither Tenant nor any of its properties are involved in any material litigation at law or in equity or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could reasonably be expected to materially adversely affect Tenant, and no such material litigation or proceeding is, to the knowledge of Tenant, threatened against Tenant and no investigation looking toward such a proceeding has begun or is contemplated. (d) In To the reasonable opinion knowledge of Tenant, the Leased Property and the Leased Improvements therein are adequately neither this Lease nor any other document, certificate or statement furnished and contain adequate FF&E and inventory consistent with the amount to Landlord by or on behalf of FF&E and inventory which is customarily maintained in a hotel of the type and character of the Leased Property as otherwise required to operate the Leased Property in a manner contemplated by this Agreement and in compliance with the Management Agreement and all Legal Requirements. If, from and after the Commencement Date, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Leased Property transaction contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. There is no fact or condition which belong materially and adversely affects the business, operations, affairs, properties or condition of Tenant which has not been set forth in this Lease or in other documents, certificates or statements furnished to anyone other than Tenant, Tenant shall require Landlord in connection with the agreement permitting such use to provide that Landlord or its designee may assume Tenant's rights and obligations under such agreement upon the termination of this Agreement and any assumption of management or operation of the Leased Property by Landlord or its designeetransaction contemplated hereby. (e) During the Term of this Agreement, except as approved in writing by Landlord, and except for those nights when all rooms in the Leased Property are sold, Tenant shall not, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, knowingly and in bad faith divert or attempt to divert any business or customer of the Leased Property to any competitor, by direct or indirect inducement or otherwise, in an effort or with the goal to reduce Percentage Rent due hereunder. (f) All employees of Tenant or any Affiliate, if any, are solely employees of Tenant, Manager Tenant or an Affiliated Person thereof such Affiliate and not Landlord. Neither Tenant nor any Affiliate of Tenant is not Landlord's ’s agent for any purpose in regard to Tenant's ’s or any Affiliate of Tenant’s employees or otherwise. Tenant shall, commencing as of, and with the Commencement Date, be liable and responsible for all claims by or related to the employees of the Leased Property. Further, Tenant expressly acknowledges and agrees that Landlord does not exercise any direction or control over the employment policies or employment decisions of Tenant or any Affiliate of Tenant. (gf) Tenant's equity Tenant has not (i) made any contributions, payments or gifts to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is directly and illegal under the laws of the United States or the jurisdiction in which made, (if applicableii) indirectly owned as shown established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on EXHIBIT "G"its books or (iii) made any payments to any person with the intention or understanding that any part of such payment was to be used for any purpose other than that described in the documents supporting the payment. Tenant shall submit to Landlord within ninety (90) days after the end of each Fiscal Year not take any such actions during the Term of this Agreement, a list of all partners of the Tenant (being a limited partnership), and the respective interests in Tenant held by each of such partners as of the end of each Fiscal Year. If Tenant is a corporation, or if any partner of Tenant is a corporation (other than Wyndham), Tenant shall submit to Landlord within ninety (90) days after the end of each Fiscal Year during the Term of this Agreement, a list of all shareholders and the respective interests of Tenant (or such corporate partner) held by each of such shareholders as of the end of each Fiscal Year. In addition, if Tenant is a limited liability company, Tenant shall submit to Landlord within 90 days after the end of each Fiscal Year during the Term of this Agreement, a list of all members and the respective interests in Tenant held by each member as of the end of each Fiscal YearLease.

Tenant’s Representations. In addition to the any other representation or warranty set forth herein and as an inducement to Landlord to enter into this Agreement, Tenant hereby represents and warrants to Landlord as follows: (a) Tenant is a single purpose, limited liability company corporation duly organized and validly existing and in good standing under the laws of the State of DelawareTennessee. Tenant has all requisite power and authority under the laws of the State of Delaware Tennessee and the laws of the State of Colorado and Massachusetts and its articles of incorporation, by-laws, or other charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Tenant is duly authorized to transact business in any jurisdiction in which the nature of the business conducted by it requires such qualification. (b) Tenant has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of this Agreement and any document to be delivered by Tenant, prior to the date hereof, such document shall constitute the valid and binding obligation and agreement of Tenant, enforceable against Tenant in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and except to the extent that the availability of equitable relief may be subject to the discretion of the court before which any proceeding may be brought. (c) Except as disclosed on EXHIBIT "I", there There are no judgements judgments presently outstanding and unsatisfied against Tenant or any of its properties, and neither Tenant nor any of its properties are involved in any material litigation at law or in equity or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could reasonably be expected to materially adversely affect Tenant, and no such material litigation or proceeding is, to the knowledge of Tenant, threatened against Tenant and no investigation looking toward such a proceeding has begun or is contemplated. (d) In To the knowledge of Tenant, neither this Agreement nor any other document, certificate or statement furnished to Landlord by or on behalf of Tenant in connection with the transaction contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. To the knowledge of Tenant there is no fact or condition which materially and adversely affects the business, operations, affairs, properties or condition of Tenant which has not been set forth in this Agreement or in other documents, certificates or statements furnished to Landlord in connection with the transaction contemplated hereby. (e) Tenant hereby represents to Landlord that, in the reasonable opinion of Tenant, the Leased Property and the Leased Improvements therein are adequately furnished and contain adequate FF&E P&E and inventory Inventories consistent with the amount of FF&E P&E and inventory Inventories which is customarily maintained in a hotel skilled nursing, assisted living and dementia care facility of the type and character of the Leased Property as otherwise required to operate the Leased Property in a manner contemplated by this Agreement and in compliance with the Management Agreement and all Legal Requirements. If, from and after the Commencement Date, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Leased Property which belong to anyone other than Tenant, Tenant shall require the agreement permitting such use to provide that Landlord or its designee may assume Tenant's rights and obligations under such agreement upon the termination of this Agreement and any assumption of management or operation of the Leased Property by Landlord or its designee. (e) During the Term of this Agreement, except as approved in writing by Landlord, and except for those nights when all rooms in the Leased Property are sold, Tenant shall not, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, knowingly and in bad faith divert or attempt to divert any business or customer of the Leased Property to any competitor, by direct or indirect inducement or otherwise, in an effort or with the goal to reduce Percentage Rent due hereunderlegal requirements. (f) Tenant acknowledges that Tenant's failure or repeated delays in making prompt payment in accordance with the terms of any agreement, leases, invoices or statements for purchase or lease of P&E, Inventories or other goods or services will be detrimental to the reputation of Landlord and Tenant. (g) All employees of Tenant are solely employees of Tenant, Manager or an Affiliated Person thereof Tenant and not Landlord. Tenant is not Landlord's agent for any purpose in regard to Tenant's employees or otherwise. Tenant shall, commencing as of, and with the Commencement Date, be liable and responsible for all claims by or related to the employees of the Leased Property. Further, Tenant expressly acknowledges and agrees that Landlord does not exercise any direction or control over the employment policies or employment decisions of Tenant. (gh) Tenant has not (i) made any contributions, payments or gifts to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is illegal under the laws of the United States or the jurisdiction in which made, (ii) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on its books, (iii) given or received any payments or other forms of remuneration in connection with the referral of patients which would violate the Medicare/Medicaid Anti-kickback Law, Section 1128(b) of the Social Security Act, 42 U.S.C. Section 1320a-7b(b), the federal physician self-referral law, 42 U.S.C. Section 1395 nn, or any analogous state statute or (iv) made any payments to any person with the intention or understanding that any part of such payment was to be used for any purpose other than that described in the documents supporting the payment. Tenant shall not take any such actions during the Term of this Agreement. (i) Tenant has not knowingly filed or failed to correct any claims for payment or cost reports with Medicare or Medicaid that are not true and correct in all material respects and, to Tenant's knowledge, no refunds or overpayments from either Medicare or Medicaid are due and owing. (j) Tenant's equity is directly and (if applicable) indirectly owned as shown on EXHIBIT Exhibit "G". Tenant shall submit promptly provide to Landlord within ninety Landlord, upon the occurrence thereof but in any event not more than fifteen (9015) days after following a written request therefor, written notice of any change in the end executive officers, directors, shareholders, partners, and/or members of each Fiscal Year during the Term of this AgreementTenant, a list of all partners of the Tenant (being a limited partnership)as applicable to Tenant's formation and structure, and of any change in the respective interests in Tenant held by each of such partners as of the end of each Fiscal Year. If Tenant is a corporation, or if any partner of Tenant is a corporation (other than Wyndham), Tenant shall submit to Landlord within ninety (90) days after the end of each Fiscal Year during the Term of this Agreement, a list of all shareholders and the respective interests of Tenant (or such corporate partner) held by each of such shareholders as of the end of each Fiscal Year. In addition, if Tenant is a limited liability company, Tenant shall submit to Landlord within 90 days after the end of each Fiscal Year during the Term of this Agreement, a list of all members and the respective interests in Tenant held by each member as of the end of each Fiscal YearPersons.

Tenant’s Representations. In addition to the any other representation or warranty set forth herein and as an inducement to Landlord to enter into this Agreement, Tenant hereby represents and warrants to Landlord as follows: (a) Tenant is a single purpose, limited liability company duly organized and validly existing and in good standing under the laws of the State of DelawareTennessee. Tenant has all requisite power and authority under the laws of the State of Delaware Tennessee and the laws of the State of Colorado and Massachusetts Illinois and its limited liability company operating agreement or other charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Tenant is duly authorized to transact business in any jurisdiction in which the nature of the business conducted by it requires such qualification. (b) Tenant has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of this Agreement and any document to be delivered by Tenant, prior to the date hereof, such document shall constitute the valid and binding obligation and agreement of Tenant, enforceable against Tenant in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and except to the extent that the availability of equitable relief may be subject to the discretion of the court before which any proceeding may be brought. (c) Except as disclosed on EXHIBIT "I", there There are no judgements judgments presently outstanding and unsatisfied against Tenant or any of its properties, and neither Tenant nor any of its properties are involved in any material litigation at law or in equity or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could reasonably be expected to materially adversely affect Tenant, and no such material litigation or proceeding is, to the knowledge of Tenant, threatened against Tenant and no investigation looking toward such a proceeding has begun or is contemplated. (d) In To the knowledge of Tenant, neither this Agreement nor any other document, certificate or statement furnished to Landlord by or on behalf of Tenant in connection with the transaction contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. To the knowledge of Tenant there is no fact or condition which materially and adversely affects the business, operations, affairs, properties or condition of Tenant which has not been set forth in this Agreement or in other documents, certificates or statements furnished to Landlord in connection with the transaction contemplated hereby. (e) Tenant hereby represents to Landlord that, in the reasonable opinion of Tenant, the Leased Property and the Leased Improvements therein are adequately furnished and contain adequate FF&E P&E and inventory Inventories consistent with the amount of FF&E P&E and inventory Inventories which is customarily maintained in a hotel an independent living or licensed assisted living and dementia care facility, as applicable, of the type and character of the Leased Property as otherwise required to operate the Leased Property in a manner contemplated by this Agreement and in compliance with the Management Agreement and all Legal Requirements. If, from and after the Commencement Date, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Leased Property which belong to anyone other than Tenant, Tenant shall require the agreement permitting such use to provide that Landlord or its designee may assume Tenant's rights and obligations under such agreement upon the termination of this Agreement and any assumption of management or operation of the Leased Property by Landlord or its designee. (e) During the Term of this Agreement, except as approved in writing by Landlord, and except for those nights when all rooms in the Leased Property are sold, Tenant shall not, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, knowingly and in bad faith divert or attempt to divert any business or customer of the Leased Property to any competitor, by direct or indirect inducement or otherwise, in an effort or with the goal to reduce Percentage Rent due hereunderlegal requirements. (f) Tenant acknowledges that Tenant's failure or repeated delays in making prompt payment in accordance with the terms of any agreement, leases, invoices or statements for purchase or lease of P&E, Inventories or other goods or services will be detrimental to the reputation of Landlord and Tenant. (g) All employees of Tenant are solely employees of Tenant, Manager or an Affiliated Person thereof Tenant and not Landlord. Tenant is not Landlord's agent for any purpose in regard to Tenant's employees or otherwise. Tenant shall, commencing as of, and with the Commencement Date, be liable and responsible for all claims by or related to the employees of the Leased Property. Further, Tenant expressly acknowledges and agrees that Landlord does not exercise any direction or control over the employment policies or employment decisions of Tenant. (gh) Tenant has not (i) made any contributions, payments or gifts to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is illegal under the laws of the United States or the jurisdiction in which made, (ii) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on its books, (iii) given or received any payments or other forms of remuneration in connection with the referral of patients which would violate the Medicare/Medicaid Anti-kickback Law, Section 1128(b) of the Social Security Act, 42 U.S.C. Section 1320a-7b(b), the federal physician self-referral law, 42 U.S.C. Section 1395 nn, or any analogous state statute or (iv) made any payments to any person with the intention or understanding that any part of such payment was to be used for any purpose other than that described in the documents supporting the payment. Tenant shall not take any such actions during the Term of this Agreement. (i) Tenant's equity is directly and (if applicable) indirectly owned as shown on EXHIBIT Exhibit "G". Tenant shall submit promptly provide to Landlord within ninety Landlord, upon the occurrence thereof but in any event not more than fifteen (9015) days after following a written request therefor, written notice of any change in the end executive officers, directors, shareholders, partners, and/or members of each Fiscal Year during the Term of this AgreementTenant, a list of all partners of the Tenant (being a limited partnership)as applicable to Tenant's formation and structure, and of any change in the respective interests in Tenant held by each of such partners as of the end of each Fiscal Year. If Tenant is a corporation, or if any partner of Tenant is a corporation (other than Wyndham), Tenant shall submit to Landlord within ninety (90) days after the end of each Fiscal Year during the Term of this Agreement, a list of all shareholders and the respective interests of Tenant (or such corporate partner) held by each of such shareholders as of the end of each Fiscal Year. In addition, if Tenant is a limited liability company, Tenant shall submit to Landlord within 90 days after the end of each Fiscal Year during the Term of this Agreement, a list of all members and the respective interests in Tenant held by each member as of the end of each Fiscal YearPersons.

Tenant’s Representations. In addition to the any other representation or warranty set forth herein and as an inducement to Landlord to enter into this AgreementLease, Tenant hereby represents and warrants to Landlord as follows: (a) Tenant is a single purpose, limited liability company partnership which is duly organized and validly existing and in good standing under the laws of the State of Delaware. Tenant has all requisite power and authority under the laws of the State of Delaware and the laws its partnership or operating agreement, articles of the State of Colorado and Massachusetts and its incorporation, by laws, or other charter documents to enter into and perform its obligations under this Agreement Lease and to consummate the transactions contemplated hereby. Tenant is duly authorized to transact business in any jurisdiction in which the nature of the business conducted by it requires such qualification. (b) Tenant has taken all necessary action to authorize the execution, delivery and performance of this AgreementLease, and upon the execution and delivery of this Agreement and any document to be delivered by Tenant, Tenant prior to the date hereof, such document shall constitute the valid and binding obligation and agreement of Tenant, enforceable against Tenant in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and except to the extent that the availability of equitable relief may be subject to the discretion of the court before which any proceeding may be brought. (c) Except as disclosed on EXHIBIT "I", there There are no judgements judgments presently outstanding and unsatisfied against Tenant or any of its properties, and neither Tenant nor any of its properties are involved in any material litigation at law or in equity or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could reasonably be expected to materially adversely affect Tenant, and no such material litigation or proceeding is, to the knowledge of Tenant, threatened against Tenant and no investigation looking toward such a proceeding has begun or is contemplated. (d) In To the knowledge of Tenant, neither this Lease nor any other document, certificate or statement furnished to Landlord by or on behalf of Tenant in connection with the transaction contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. To the knowledge of Tenant there is no fact or condition which materially and adversely affects the business, operations, affairs, properties or condition of Tenant which has not been set forth in this Lease or in other documents, certificates or statements furnished to Landlord in connection with the transaction contemplated hereby or in connection with Landlord’s acquisition of the Leased Property. (e) Tenant hereby represents to Landlord that, in the reasonable opinion of Tenant, the Leased Property and the Leased Improvements therein are adequately furnished and contain adequate FF&E P&E and inventory Inventory consistent with the amount of FF&E P&E and inventory Inventory which is customarily maintained in a hotel of the type and character of the Leased Property at Comparable Golf Course Facilities as otherwise required to operate the Leased Property in a manner contemplated by this Agreement Lease and in compliance with the Management Agreement and all Legal Requirements. If, from and after the Commencement Date, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Leased Property which belong to anyone other than Tenant, Tenant shall require the agreement permitting such use to provide that Landlord or its designee may assume Tenant's rights and obligations under such agreement upon the termination of this Agreement and any assumption of management or operation of the Leased Property by Landlord or its designee. (e) During the Term of this Agreement, except as approved in writing by Landlord, and except for those nights when all rooms in the Leased Property are sold, Tenant shall not, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, knowingly and in bad faith divert or attempt to divert any business or customer of the Leased Property to any competitor, by direct or indirect inducement or otherwise, in an effort or with the goal to reduce Percentage Rent due hereunderlegal requirements. (f) Tenant acknowledges that Tenant’s failure or repeated delays in making prompt payment in accordance with the terms of any agreement, leases, invoices or statements for purchase or lease of P&E, Inventory or other goods or services will be detrimental to the reputation of Landlord and Tenant. (g) All employees of Tenant or any Affiliate, if any, are solely employees of Tenant, Manager Tenant or an Affiliated Person thereof such Affiliate and not Landlord. Neither Tenant nor any Affiliate of Tenant is not Landlord's ’s agent for any purpose in regard to Tenant's ’s or any Affiliate of Tenant’s employees or otherwise. Tenant shall, commencing as of, and with the Commencement Date, be liable and responsible for all claims by or related to the employees of the Leased Property. Further, Tenant expressly acknowledges and agrees that Landlord does not exercise any direction or control over the employment policies or employment decisions of Tenant or any Affiliate of Tenant. NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, TENANT HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT TENANT MAY ENGAGE CERTAIN EMPLOYEES OF THE GOLF CLUB WHO WERE EMPLOYEES OF THE SELLER OR MANAGER OF THE GOLF CLUB (THE “PRIOR EMPLOYEES”). TENANT FURTHER ACKNOWLEDGES AND AGREES THAT LANDLORD MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER AS TO COMPLIANCE OF THE SELLER OR MANAGER OF THE GOLF CLUB WITH THE TERMS OR CONDITIONS OF ANY WRITTEN OR VERBAL EMPLOYMENT CONTRACTS OR AGREEMENTS, WRITTEN OR UNWRITTEN EMPLOYEE POLICIES OR PROCEDURES, OR COMPLIANCE OF THE SELLER OR MANAGER WITH APPLICABLE LAWS REGARDING SUCH PRIOR EMPLOYEES, INCLUDING, WITHOUT LIMITATION, OSHA, THE AMERICANS WITH DISABILITIES ACT (“ADA”), THE WARN ACT OR THE COBRA ACT, AND TENANT ACKNOWLEDGES THAT ITS EMPLOYMENT OF SUCH PRIOR EMPLOYEES IS AT TENANT’S SOLE RISK, AND FURTHER, THAT TENANT SHALL INDEMNIFY, SAVE, PAY, INSURE AND HOLD HARMLESS LANDLORD WITH RESPECT TO ANY LOSS, COST, LIABILITY OR EXPENSE IN CONNECTION WITH ANY CLAIMS THEREUNDER OR THEREFOR. (gh) Tenant's equity Tenant has not (i) made any contributions, payments or gifts to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is directly and illegal under the laws of the United States or the jurisdiction in which made, (if applicableii) indirectly owned as shown established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on EXHIBIT "G"its books or (iii) made any payments to any person with the intention or understanding that any part of such payment was to be used for any purpose other than that described in the documents supporting the payment. Tenant shall submit to Landlord within ninety (90) days after the end of each Fiscal Year not take any such actions during the Term of this Agreement, a list of all partners of the Tenant (being a limited partnership), and the respective interests in Tenant held by each of such partners as of the end of each Fiscal Year. If Tenant is a corporation, or if any partner of Tenant is a corporation (other than Wyndham), Tenant shall submit to Landlord within ninety (90) days after the end of each Fiscal Year during the Term of this Agreement, a list of all shareholders and the respective interests of Tenant (or such corporate partner) held by each of such shareholders as of the end of each Fiscal Year. In addition, if Tenant is a limited liability company, Tenant shall submit to Landlord within 90 days after the end of each Fiscal Year during the Term of this Agreement, a list of all members and the respective interests in Tenant held by each member as of the end of each Fiscal YearLease.

Tenant’s Representations. In addition to the any other representation or warranty set forth herein and as an inducement to Landlord to enter into this Agreement, Tenant hereby represents and warrants to Landlord as follows: (a) Tenant is a single purpose, limited liability company corporation duly organized and validly existing and in good standing under the laws of the State of DelawareTennessee. Tenant has all requisite power and authority under the laws of the State of Delaware Tennessee and the laws of the State of Colorado and Massachusetts Tennessee and its corporate or other charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Tenant is duly authorized to transact business in any jurisdiction in which the nature of the business conducted by it requires such qualification. (b) Tenant has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of this Agreement and any document to be delivered by Tenant, prior to the date hereof, such document shall constitute the valid and binding obligation and agreement of Tenant, enforceable against Tenant in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and except to the extent that the availability of equitable relief may be subject to the discretion of the court before which any proceeding may be brought. (c) Except as disclosed on EXHIBIT "I", there There are no judgements presently outstanding and unsatisfied against Tenant or any of its properties, and neither Tenant nor any of its properties are involved in any material litigation at law or in equity or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could reasonably be expected to materially adversely affect Tenant, and no such material litigation or proceeding is, to the knowledge of Tenant, threatened against Tenant and no investigation looking toward such a proceeding has begun or is contemplated. (d) In To the knowledge of Tenant, neither this Agreement nor any other document, certificate or statement furnished to Landlord by or on behalf of Tenant in connection with the transaction contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. To the knowledge of Tenant there is no fact or condition which materially and adversely affects the business, operations, affairs, properties or condition of Tenant which has not been set forth in this Agreement or in other documents, certificates or statements furnished to Landlord in connection with the transaction contemplated hereby. (e) Tenant hereby represents to Landlord that, in the reasonable opinion of Tenant, the Leased Property and the Leased Improvements therein are adequately furnished and contain adequate FF&E P&E and inventory Inventories consistent with the amount of FF&E P&E and inventory Inventories which is customarily maintained in a hotel an assisted living and dementia care facility of the type and character of the Leased Property as otherwise required to operate the Leased Property in a manner contemplated by this Agreement and in compliance with the Management Agreement and all Legal Requirements. If, from and after the Commencement Date, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Leased Property which belong to anyone other than Tenant, Tenant shall require the agreement permitting such use to provide that Landlord or its designee may assume Tenant's rights and obligations under such agreement upon the termination of this Agreement and any assumption of management or operation of the Leased Property by Landlord or its designee. (e) During the Term of this Agreement, except as approved in writing by Landlord, and except for those nights when all rooms in the Leased Property are sold, Tenant shall not, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, knowingly and in bad faith divert or attempt to divert any business or customer of the Leased Property to any competitor, by direct or indirect inducement or otherwise, in an effort or with the goal to reduce Percentage Rent due hereunderlegal requirements. (f) Tenant acknowledges that Tenant's failure or repeated delays in making prompt payment in accordance with the terms of any agreement, leases, invoices or statements for purchase or lease of P&E, Inventories or other goods or services will be detrimental to the reputation of Landlord and Tenant. (g) All employees of Tenant are solely employees of Tenant, Manager or an Affiliated Person thereof Tenant and not Landlord. Tenant is not Landlord's agent for any purpose in regard to Tenant's employees or otherwise. Tenant shall, commencing as of, and with the Commencement Date, be liable and responsible for all claims by or related to the employees of the Leased Property. Further, Tenant expressly acknowledges and agrees that Landlord does not exercise any direction or control over the employment policies or employment decisions of Tenant. (gh) Tenant has not (i) made any contributions, payments or gifts to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is illegal under the laws of the United States or the jurisdiction in which made, (ii) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on its books, (iii) given or received any payments or other forms of remuneration in connection with the referral of patients which would violate the Medicare/Medicaid Anti-kickback Law, Section 1128(b) of the Social Security Act, 42 U.S.C. Section 1320a-7b(b), the federal physician self-referral law, 42 U.S.C Section 1395 nn, or any analogous state statute or (iv) made any payments to any person with the intention or understanding that any part of such payment was to be used for any purpose other than that described in the documents supporting the payment. Tenant shall not take any such actions during the Term of this Agreement. (i) Tenant's equity is directly and (if applicable) indirectly owned as shown on EXHIBIT Exhibit "G". Tenant shall submit promptly provide to Landlord within ninety Landlord, upon the occurrence thereof but in any event not more than fifteen (9015) days after following a written request therefor, written notice of any change in the end executive officers, directors, shareholders, partners, and/or members of each Fiscal Year during the Term of this AgreementTenant, a list of all partners of the Tenant (being a limited partnership)as applicable to Tenant's formation and structure, and of any change in the respective interests in Tenant held by each of such partners as of the end of each Fiscal Year. If Tenant is a corporation, or if any partner of Tenant is a corporation (other than Wyndham), Tenant shall submit to Landlord within ninety (90) days after the end of each Fiscal Year during the Term of this Agreement, a list of all shareholders and the respective interests of Tenant (or such corporate partner) held by each of such shareholders as of the end of each Fiscal Year. In addition, if Tenant is a limited liability company, Tenant shall submit to Landlord within 90 days after the end of each Fiscal Year during the Term of this Agreement, a list of all members and the respective interests in Tenant held by each member as of the end of each Fiscal YearPersons.

Tenant’s Representations. In addition to the any other representation or warranty set forth herein and as an inducement to Landlord to enter into this Agreement, Tenant hereby represents and warrants to Landlord as follows: (a) Tenant is a single purpose, Tennessee limited liability company which is duly organized and validly existing and in good standing under the laws of the State of Delawareits formation. Tenant has all requisite power and authority under the laws of the State of Delaware its formation and the laws of the State of Colorado and Massachusetts Tennessee and its partnership or operating agreement, articles of incorporation, by-laws, or other charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Tenant is duly authorized to transact business in any jurisdiction in which the nature of the business conducted by it requires such qualification. (b) Tenant has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of this Agreement and any document to be delivered by Tenant, prior to the date hereof, such document shall constitute the valid and binding obligation and agreement of Tenant, enforceable against Tenant in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and except to the extent that the availability of equitable relief may be subject to the discretion of the court before which any proceeding may be brought. (c) Except as disclosed on EXHIBIT "I", there There are no judgements judgments presently outstanding and unsatisfied against Tenant or any of its properties, and neither Tenant nor any of its properties are involved in any material litigation at law or in equity or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could reasonably be expected to materially adversely affect Tenant, and no such material litigation or proceeding is, to the knowledge of Tenant, threatened against Tenant and no investigation looking toward such a proceeding has begun or is contemplated. (d) In To the knowledge of Tenant, neither this Agreement nor any other document, certificate or statement furnished to Landlord by or on behalf of Tenant in connection with the transaction contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. To the knowledge of Tenant there is no fact or condition which materially and adversely affects the business, operations, affairs, properties or condition of Tenant which has not been set forth in this Agreement or in other documents, certificates or statements furnished to Landlord in connection with the transaction contemplated hereby. (e) Tenant hereby represents to Landlord that, in the reasonable opinion of Tenant, the Leased Property and the Leased Improvements therein are adequately furnished and contain adequate FF&E P&E and inventory Inventories consistent with the amount of FF&E P&E and inventory Inventories which is customarily maintained in a hotel assisted living and dementia care facilities of the type and character of the Leased Property as otherwise required to operate the Leased Property in a manner contemplated by this Agreement and in compliance with the Management Agreement and all Legal Requirements. If, from and after the Commencement Date, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Leased Property which belong to anyone other than Tenant, Tenant shall require the agreement permitting such use to provide that Landlord or its designee may assume Tenant's rights and obligations under such agreement upon the termination of this Agreement and any assumption of management or operation of the Leased Property by Landlord or its designee. (e) During the Term of this Agreement, except as approved in writing by Landlord, and except for those nights when all rooms in the Leased Property are sold, Tenant shall not, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, knowingly and in bad faith divert or attempt to divert any business or customer of the Leased Property to any competitor, by direct or indirect inducement or otherwise, in an effort or with the goal to reduce Percentage Rent due hereunderlegal requirements. (f) Tenant acknowledges that Tenant's failure or repeated delays in making prompt payment in accordance with the terms of any agreement, leases, invoices or statements for purchase or lease of P&E, Inventories or other goods or services will be detrimental to the reputation of Landlord and Tenant. (g) All employees of Tenant are solely employees of Tenant, Manager or an Affiliated Person thereof Tenant and not Landlord. Tenant is not Landlord's agent for any purpose in regard to Tenant's employees or otherwise. Tenant shall, commencing as of, and with the Commencement Date, be liable and responsible for all claims by or related to the employees of the Leased Property. Further, Tenant expressly acknowledges and agrees that Landlord does not exercise any direction or control over the employment policies or employment decisions of Tenant. (gh) Tenant has not (i) made any contributions, payments or gifts to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is illegal under the laws of the United States or the jurisdiction in which made, (ii) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on its books, (iii) given or received any payments or other forms of remuneration in connection with the referral of patients which would violate the Medicare/Medicaid Anti-kickback Law, Section 1128(b) of the Social Security Act, 42 U.S.C. Section 1320a-7b(b), the federal physician self-referral law, 42 U.S.C. Section 1395 nn, or any analogous state statute or (iv) made any payments to any person with the intention or understanding that any part of such payment was to be used for any purpose other than that described in the documents supporting the payment. Tenant shall not take any such actions during the Term of this Agreement. (i) Tenant has not knowingly filed or failed to correct any claims for payment or cost reports with Medicare or Medicaid that are not true and correct in all material respects and, to Tenant's knowledge, no refunds or overpayments from either Medicare or Medicaid are due and owing. (j) Tenant's equity is directly and (if applicable) indirectly owned as shown on EXHIBIT Exhibit "G". Tenant shall submit promptly provide to Landlord within ninety Landlord, upon the occurrence thereof but in any event not more than fifteen (9015) days after following a written request therefor, written notice of any change in the end executive officers, directors, shareholders, partners, and/or members of each Fiscal Year during the Term of this AgreementTenant, a list of all partners of the Tenant (being a limited partnership)as applicable to Tenant's formation and structure, and of any change in the respective interests in Tenant held by each of such partners as of the end of each Fiscal Year. If Tenant is a corporation, or if any partner of Tenant is a corporation (other than Wyndham), Tenant shall submit to Landlord within ninety (90) days after the end of each Fiscal Year during the Term of this Agreement, a list of all shareholders and the respective interests of Tenant (or such corporate partner) held by each of such shareholders as of the end of each Fiscal Year. In addition, if Tenant is a limited liability company, Tenant shall submit to Landlord within 90 days after the end of each Fiscal Year during the Term of this Agreement, a list of all members and the respective interests in Tenant held by each member as of the end of each Fiscal YearPersons.

Tenant’s Representations. In addition to the any other representation or warranty set forth herein and as an inducement to Landlord to enter into this Agreement, Tenant hereby represents and warrants to Landlord as follows: (a) Tenant is a single purpose, Delaware limited liability company which is duly organized and validly existing and in good standing under the laws of the State of Delawareits formation. Tenant has all requisite power and authority under the laws of the State of Delaware its formation and the laws of the State of Colorado and Massachusetts Alabama and its partnership or operating agreement, articles of incorporation, by-laws, or other charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Tenant is duly authorized to transact business in any jurisdiction in which the nature of the business conducted by it requires such qualification. (b) Tenant has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of this Agreement and any document to be delivered by Tenant, prior to the date hereof, such document shall constitute the valid and binding obligation and agreement of Tenant, enforceable against Tenant in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and except to the extent that the availability of equitable relief may be subject to the discretion of the court before which any proceeding may be brought. (c) Except as disclosed on EXHIBIT "I", there There are no judgements judgments presently outstanding and unsatisfied against Tenant or any of its properties, and neither Tenant nor any of its properties are involved in any material litigation (other than litigation disclosed in the Purchase Agreement) at law or in equity or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could reasonably be expected to materially adversely affect Tenant, and no such material litigation or proceeding is, to the knowledge of Tenant, threatened against Tenant and no investigation looking toward such a proceeding has begun or is contemplated. (d) In To the knowledge of Tenant, neither this Agreement nor any other document, certificate or statement furnished to Landlord by or on behalf of Tenant in connection with the transaction contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. To the knowledge of Tenant there is no fact or condition which materially and adversely affects the business, operations, affairs, properties or condition of Tenant which has not been set forth in this Agreement or in other documents, certificates or statements furnished to Landlord in connection with the transaction contemplated hereby. (e) Tenant hereby represents to Landlord that, in the reasonable opinion of Tenant, the Leased Property and the Leased Improvements therein are adequately furnished and contain adequate FF&E P&E and inventory Inventories consistent with the amount of FF&E P&E and inventory Inventories which is customarily maintained in assisted living, independent living and dementia care facilities (and, if Tenant elects to operate a hotel skilled nursing component within the facility pursuant to Section 4.1.1 above, skilled nursing facilities) of the type and character of the Leased Property as otherwise required to operate the Leased Property in a manner contemplated by this Agreement and in compliance with the Management Agreement and all Legal Requirements. If, from and after the Commencement Date, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Leased Property which belong to anyone other than Tenant, Tenant shall require the agreement permitting such use to provide that Landlord or its designee may assume Tenant's rights and obligations under such agreement upon the termination of this Agreement and any assumption of management or operation of the Leased Property by Landlord or its designee. (e) During the Term of this Agreement, except as approved in writing by Landlord, and except for those nights when all rooms in the Leased Property are sold, Tenant shall not, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, knowingly and in bad faith divert or attempt to divert any business or customer of the Leased Property to any competitor, by direct or indirect inducement or otherwise, in an effort or with the goal to reduce Percentage Rent due hereunderlegal requirements. (f) Tenant acknowledges that Tenant's failure or repeated delays in making prompt payment in accordance with the terms of any agreement, leases, invoices or statements for purchase or lease of P&E, Inventories or other goods or services will be detrimental to the reputation of Landlord and Tenant. (g) All employees of Tenant are solely employees of Tenant, Manager or an Affiliated Person thereof Tenant and not Landlord. Tenant is not Landlord's agent for any purpose in regard to Tenant's employees or otherwise. Tenant shall, commencing as of, and with the Commencement Date, be liable and responsible for all claims by or related to the employees of the Leased Property. Further, Tenant expressly acknowledges and agrees that Landlord does not exercise any direction or control over the employment policies or employment decisions of Tenant. (gh) Tenant has not (i) made any contributions, payments or gifts to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is illegal under the laws of the United States or the jurisdiction in which made, (ii) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on its books, (iii) given or received any payments or other forms of remuneration in connection with the referral of patients which would violate the Medicare/Medicaid Anti-kickback Law, Section 1128(b) of the Social Security Act, 42 U.S.C. Section 1320a-7b(b), the federal physician self-referral law, 42 U.S.C. Section 1395 nn, or any analogous state statute or (iv) made any payments to any person with the intention or understanding that any part of such payment was to be used for any purpose other than that described in the documents supporting the payment. Tenant shall not take any such actions during the Term of this Agreement. (i) Tenant has not knowingly filed or failed to correct any claims for payment or cost reports with Medicare or Medicaid that are not true and correct in all material respects and, to Tenant's knowledge, no refunds or overpayments from either Medicare or Medicaid are due and owing. (j) Tenant's equity is directly and (if applicable) indirectly owned as shown on EXHIBIT Exhibit "G". Tenant shall submit promptly provide to Landlord within ninety Landlord, upon the occurrence thereof but in any event not more than fifteen (9015) days after following a written request therefor, written notice of any change in the end executive officers, directors, shareholders, partners, and/or members of each Fiscal Year during the Term of this AgreementTenant, a list of all partners of the Tenant (being a limited partnership)as applicable to Tenant's formation and structure, and of any change in the respective interests in Tenant held by each of such partners as of the end of each Fiscal Year. If Tenant is a corporation, or if any partner of Tenant is a corporation (other than Wyndham), Tenant shall submit to Landlord within ninety (90) days after the end of each Fiscal Year during the Term of this Agreement, a list of all shareholders and the respective interests of Tenant (or such corporate partner) held by each of such shareholders as of the end of each Fiscal Year. In addition, if Tenant is a limited liability company, Tenant shall submit to Landlord within 90 days after the end of each Fiscal Year during the Term of this Agreement, a list of all members and the respective interests in Tenant held by each member as of the end of each Fiscal YearPersons.

Tenant’s Representations. In addition to the any other representation or warranty set forth herein and as an inducement to Landlord to enter into this Agreement, Tenant hereby represents and warrants to Landlord as follows: (a) Tenant is a single purpose, Delaware limited liability company which is duly organized and validly existing and in good standing under the laws of the State of Delawareits formation. Tenant has all requisite power and authority under the laws of the State of Delaware its formation and the laws of the State of Colorado and Massachusetts Alabama and its partnership or operating agreement, articles of incorporation, by-laws, or other charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Tenant is duly authorized to transact business in any jurisdiction in which the nature of the business conducted by it requires such qualification. (b) Tenant has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of this Agreement and any document to be delivered by Tenant, prior to the date hereof, such document shall constitute the valid and binding obligation and agreement of Tenant, enforceable against Tenant in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and except to the extent that the availability of equitable relief may be subject to the discretion of the court before which any proceeding may be brought. (c) Except as disclosed on EXHIBIT "I", there There are no judgements judgments presently outstanding and unsatisfied against Tenant or any of its properties, and neither Tenant nor any of its properties are involved in any material litigation (other than litigation disclosed in the Purchase Agreement) at law or in equity or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could reasonably be expected to materially adversely affect Tenant, and no such material litigation or proceeding is, to the knowledge of Tenant, threatened against Tenant and no investigation looking toward such a proceeding has begun or is contemplated. (d) In To the knowledge of Tenant, neither this Agreement nor any other document, certificate or statement furnished to Landlord by or on behalf of Tenant in connection with the transaction contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. To the knowledge of Tenant there is no fact or condition which materially and adversely affects the business, operations, affairs, properties or condition of Tenant which has not been set forth in this Agreement or in other documents, certificates or statements furnished to Landlord in connection with the transaction contemplated hereby. (e) Tenant hereby represents to Landlord that, in the reasonable opinion of Tenant, the Leased Property and the Leased Improvements therein are adequately furnished and contain adequate FF&E P&E and inventory Inventories consistent with the amount of FF&E P&E and inventory Inventories which is customarily maintained in assisted living and independent living facilities (and, if Tenant elects to operate a hotel skilled nursing or dementia care component within the facility pursuant to Section 4.1.1 above, skilled nursing or dementia care facility) of the type and character of the Leased Property as otherwise required to operate the Leased Property in a manner contemplated by this Agreement and in compliance with the Management Agreement and all Legal Requirements. If, from and after the Commencement Date, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Leased Property which belong to anyone other than Tenant, Tenant shall require the agreement permitting such use to provide that Landlord or its designee may assume Tenant's rights and obligations under such agreement upon the termination of this Agreement and any assumption of management or operation of the Leased Property by Landlord or its designee. (e) During the Term of this Agreement, except as approved in writing by Landlord, and except for those nights when all rooms in the Leased Property are sold, Tenant shall not, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, knowingly and in bad faith divert or attempt to divert any business or customer of the Leased Property to any competitor, by direct or indirect inducement or otherwise, in an effort or with the goal to reduce Percentage Rent due hereunderlegal requirements. (f) Tenant acknowledges that Tenant's failure or repeated delays in making prompt payment in accordance with the terms of any agreement, leases, invoices or statements for purchase or lease of P&E, Inventories or other goods or services will be detrimental to the reputation of Landlord and Tenant. (g) All employees of Tenant are solely employees of Tenant, Manager or an Affiliated Person thereof Tenant and not Landlord. Tenant is not Landlord's agent for any purpose in regard to Tenant's employees or otherwise. Tenant shall, commencing as of, and with the Commencement Date, be liable and responsible for all claims by or related to the employees of the Leased Property. Further, Tenant expressly acknowledges and agrees that Landlord does not exercise any direction or control over the employment policies or employment decisions of Tenant. (gh) Tenant has not (i) made any contributions, payments or gifts to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is illegal under the laws of the United States or the jurisdiction in which made, (ii) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on its books, (iii) given or received any payments or other forms of remuneration in connection with the referral of patients which would violate the Medicare/Medicaid Anti-kickback Law, Section 1128(b) of the Social Security Act, 42 U.S.C. Section 1320a-7b(b), the federal physician self-referral law, 42 U.S.C. Section 1395 nn, or any analogous state statute or (iv) made any payments to any person with the intention or understanding that any part of such payment was to be used for any purpose other than that described in the documents supporting the payment. Tenant shall not take any such actions during the Term of this Agreement. (i) Tenant has not knowingly filed or failed to correct any claims for payment or cost reports with Medicare or Medicaid that are not true and correct in all material respects and, to Tenant's knowledge, no refunds or overpayments from either Medicare or Medicaid are due and owing. (j) Tenant's equity is directly and (if applicable) indirectly owned as shown on EXHIBIT Exhibit "G". Tenant shall submit promptly provide to Landlord within ninety Landlord, upon the occurrence thereof but in any event not more than fifteen (9015) days after following a written request therefor, written notice of any change in the end executive officers, directors, shareholders, partners, and/or members of each Fiscal Year during the Term of this AgreementTenant, a list of all partners of the Tenant (being a limited partnership)as applicable to Tenant's formation and structure, and of any change in the respective interests in Tenant held by each of such partners as of the end of each Fiscal Year. If Tenant is a corporation, or if any partner of Tenant is a corporation (other than Wyndham), Tenant shall submit to Landlord within ninety (90) days after the end of each Fiscal Year during the Term of this Agreement, a list of all shareholders and the respective interests of Tenant (or such corporate partner) held by each of such shareholders as of the end of each Fiscal Year. In addition, if Tenant is a limited liability company, Tenant shall submit to Landlord within 90 days after the end of each Fiscal Year during the Term of this Agreement, a list of all members and the respective interests in Tenant held by each member as of the end of each Fiscal YearPersons.

Tenant’s Representations. In addition to the any other representation or warranty set forth herein and as an inducement to Landlord to enter into this Agreement, Tenant hereby represents and warrants to Landlord as follows: (a) Tenant is a single purpose, limited liability company partnership duly organized and validly existing and in good standing under the laws of the State of DelawareTennessee. Tenant has all requisite power and authority under the laws of the State of Delaware Tennessee and the laws of the State of Colorado and Massachusetts Tennessee and its partnership or other charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Tenant is duly authorized to transact business in any jurisdiction in which the nature of the business conducted by it requires such qualification. (b) Tenant has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of this Agreement and any document to be delivered by Tenant, prior to the date hereof, such document shall constitute the valid and binding obligation and agreement of Tenant, enforceable against Tenant in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and except to the extent that the availability of equitable relief may be subject to the discretion of the court before which any proceeding may be brought. (c) Except as disclosed on EXHIBIT "I", there There are no judgements presently outstanding and unsatisfied against Tenant or any of its properties, and neither Tenant nor any of its properties are involved in any material litigation at law or in equity or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could reasonably be expected to materially adversely affect Tenant, and no such material litigation or proceeding is, to the knowledge of Tenant, threatened against Tenant and no investigation looking toward such a proceeding has begun or is contemplated. (d) In To the knowledge of Tenant, neither this Agreement nor any other document, certificate or statement furnished to Landlord by or on behalf of Tenant in connection with the transaction contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. To the knowledge of Tenant there is no fact or condition which materially and adversely affects the business, operations, affairs, properties or condition of Tenant which has not been set forth in this Agreement or in other documents, certificates or statements furnished to Landlord in connection with the transaction contemplated hereby. (e) Tenant hereby represents to Landlord that, in the reasonable opinion of Tenant, the Leased Property and the Leased Improvements therein are adequately furnished and contain adequate FF&E P&E and inventory Inventories consistent with the amount of FF&E P&E and inventory Inventories which is customarily maintained in a hotel an assisted living and dementia care facility of the type and character of the Leased Property as otherwise required to operate the Leased Property in a manner contemplated by this Agreement and in compliance with the Management Agreement and all Legal Requirements. If, from and after the Commencement Date, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Leased Property which belong to anyone other than Tenant, Tenant shall require the agreement permitting such use to provide that Landlord or its designee may assume Tenant's rights and obligations under such agreement upon the termination of this Agreement and any assumption of management or operation of the Leased Property by Landlord or its designee. (e) During the Term of this Agreement, except as approved in writing by Landlord, and except for those nights when all rooms in the Leased Property are sold, Tenant shall not, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, knowingly and in bad faith divert or attempt to divert any business or customer of the Leased Property to any competitor, by direct or indirect inducement or otherwise, in an effort or with the goal to reduce Percentage Rent due hereunderlegal requirements. (f) Tenant acknowledges that Tenant's failure or repeated delays in making prompt payment in accordance with the terms of any agreement, leases, invoices or statements for purchase or lease of P&E, Inventories or other goods or services will be detrimental to the reputation of Landlord and Tenant. (g) All employees of Tenant are solely employees of Tenant, Manager or an Affiliated Person thereof Tenant and not Landlord. Tenant is not Landlord's agent for any purpose in regard to Tenant's employees or otherwise. Tenant shall, commencing as of, and with the Commencement Date, be liable and responsible for all claims by or related to the employees of the Leased Property. Further, Tenant expressly acknowledges and agrees that Landlord does not exercise any direction or control over the employment policies or employment decisions of Tenant. (gh) Tenant has not (i) made any contributions, payments or gifts to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is illegal under the laws of the United States or the jurisdiction in which made, (ii) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on its books, (iii) given or received any payments or other forms of remuneration in connection with the referral of patients which would violate the Medicare/Medicaid Anti-kickback Law, Section 1128(b) of the Social Security Act, 42 U.S.C. Section 1320a-7b(b), the federal physician self-referral law, 42 U.S.C Section 1395 nn, or any analogous state statute or (iv) made any payments to any person with the intention or understanding that any part of such payment was to be used for any purpose other than that described in the documents supporting the payment. Tenant shall not take any such actions during the Term of this Agreement. (i) Tenant's equity is directly and (if applicable) indirectly owned as shown on EXHIBIT Exhibit "G". Tenant shall submit promptly provide to Landlord within ninety Landlord, upon the occurrence thereof but in any event not more than fifteen (9015) days after following a written request therefor, written notice of any change in the end executive officers, directors, shareholders, partners, and/or members of each Fiscal Year during the Term of this AgreementTenant, a list of all partners of the Tenant (being a limited partnership)as applicable to Tenant's formation and structure, and of any change in the respective interests in Tenant held by each of such partners as of the end of each Fiscal Year. If Tenant is a corporation, or if any partner of Tenant is a corporation (other than Wyndham), Tenant shall submit to Landlord within ninety (90) days after the end of each Fiscal Year during the Term of this Agreement, a list of all shareholders and the respective interests of Tenant (or such corporate partner) held by each of such shareholders as of the end of each Fiscal Year. In addition, if Tenant is a limited liability company, Tenant shall submit to Landlord within 90 days after the end of each Fiscal Year during the Term of this Agreement, a list of all members and the respective interests in Tenant held by each member as of the end of each Fiscal YearPersons.

Tenant’s Representations. In addition to the any other representation or warranty set forth herein and as an inducement to Landlord to enter into this AgreementLease, Tenant hereby represents and warrants to Landlord as follows: (a) Tenant is a single purpose, limited liability company partnership which is duly organized and validly existing and in good standing under the laws of the State of Delaware. Tenant has all requisite power and authority under the laws of the State of Delaware and the laws its partnership or operating agreement, articles of the State of Colorado and Massachusetts and its incorporation, by laws, or other charter documents to enter into and perform its obligations under this Agreement Lease and to consummate the transactions contemplated hereby. Tenant is duly authorized to transact business in any jurisdiction in which the nature of the business conducted by it requires such qualification. (b) Tenant has taken all necessary action to authorize the execution, delivery and performance of this AgreementLease, and upon the execution and delivery of this Agreement and any document to be delivered by Tenant, Tenant prior to the date hereof, such document shall constitute the valid and binding obligation and agreement of Tenant, enforceable against Tenant in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and except to the extent that the availability of equitable relief may be subject to the discretion of the court before which any proceeding may be brought. (c) Except as disclosed on EXHIBIT "I", there There are no judgements judgments presently outstanding and unsatisfied against Tenant or any of its properties, and neither Tenant nor any of its properties are involved in any material litigation at law or in equity or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could reasonably be expected to materially adversely affect Tenant, and no such material litigation or proceeding is, to the knowledge of Tenant, threatened against Tenant and no investigation looking toward such a proceeding has begun or is contemplated. (d) In To the knowledge of Tenant, neither this Lease nor any other document, certificate or statement furnished to Landlord by or on behalf of Tenant in connection with the transaction contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. To the knowledge of Tenant there is no fact or condition which materially and adversely affects the business, operations, affairs, properties or condition of Tenant which has not been set forth in this Lease or in other documents, certificates or statements furnished to Landlord in connection with the transaction contemplated hereby or in connection with Landlord’s acquisition of the Leased Property. (e) Tenant hereby represents to Landlord that, in the reasonable opinion of Tenant, the Leased Property and the Leased Improvements therein are adequately furnished and contain adequate FF&E P&E and inventory Inventories consistent with the amount of FF&E P&E and inventory Inventories which is customarily maintained in a hotel at Golf Course Facilities of the type and character of the Leased Property as otherwise required to operate the Leased Property in a manner contemplated by this Agreement Lease and in compliance with the Management Agreement and all Legal Requirements. If, from and after the Commencement Date, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Leased Property which belong to anyone other than Tenant, Tenant shall require the agreement permitting such use to provide that Landlord or its designee may assume Tenant's rights and obligations under such agreement upon the termination of this Agreement and any assumption of management or operation of the Leased Property by Landlord or its designee. (e) During the Term of this Agreement, except as approved in writing by Landlord, and except for those nights when all rooms in the Leased Property are sold, Tenant shall not, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, knowingly and in bad faith divert or attempt to divert any business or customer of the Leased Property to any competitor, by direct or indirect inducement or otherwise, in an effort or with the goal to reduce Percentage Rent due hereunderlegal requirements. (f) Tenant acknowledges that Tenant’s failure or repeated delays in making prompt payment in accordance with the terms of any agreement, leases, invoices or statements for purchase or lease of P&E, Inventories or other goods or services will be detrimental to the reputation of Landlord and Tenant. (g) All employees of Tenant or any Affiliate, if any, are solely employees of Tenant, Manager Tenant or an Affiliated Person thereof such Affiliate and not Landlord. Neither Tenant nor any Affiliate of Tenant is not Landlord's ’s agent for any purpose in regard to Tenant's ’s or any Affiliate of Tenant’s employees or otherwise. Tenant shall, commencing as of, and with the Commencement Date, be liable and responsible for all claims by or related to the employees of the Leased Property. Further, Tenant expressly acknowledges and agrees that Landlord does not exercise any direction or control over the employment policies or employment decisions of Tenant or any Affiliate of Tenant. NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, TENANT HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT TENANT MAY ENGAGE CERTAIN EMPLOYEES OF THE GOLF CLUB WHO WERE EMPLOYEES OF THE SELLER OR MANAGER OF THE GOLF CLUB (THE “PRIOR EMPLOYEES”). TENANT FURTHER ACKNOWLEDGES AND AGREES THAT LANDLORD MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER AS TO COMPLIANCE OF THE SELLER OR MANAGER OF THE GOLF CLUB WITH THE TERMS OR CONDITIONS OF ANY WRITTEN OR VERBAL EMPLOYMENT CONTRACTS OR AGREEMENTS, WRITTEN OR UNWRITTEN EMPLOYEE POLICIES OR PROCEDURES, OR COMPLIANCE OF THE SELLER OR MANAGER WITH APPLICABLE LAWS REGARDING SUCH PRIOR EMPLOYEES, INCLUDING, WITHOUT LIMITATION, OSHA, THE AMERICANS WITH DISABILITIES ACT (“ADA”), THE WARN ACT OR THE COBRA ACT, AND TENANT ACKNOWLEDGES THAT ITS EMPLOYMENT OF SUCH PRIOR EMPLOYEES IS AT TENANT’S SOLE RISK, AND FURTHER, THAT TENANT SHALL INDEMNIFY, SAVE, PAY, INSURE AND HOLD HARMLESS LANDLORD WITH RESPECT TO ANY LOSS, COST, LIABILITY OR EXPENSE IN CONNECTION WITH ANY CLAIMS THEREUNDER OR THEREFOR. (gh) Tenant's equity Tenant has not (i) made any contributions, payments or gifts to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is directly and illegal under the laws of the United States or the jurisdiction in which made, (if applicableii) indirectly owned as shown established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on EXHIBIT "G"its books or (iii) made any payments to any person with the intention or understanding that any part of such payment was to be used for any purpose other than that described in the documents supporting the payment. Tenant shall submit to Landlord within ninety (90) days after the end of each Fiscal Year not take any such actions during the Term of this Agreement, a list of all partners of the Tenant (being a limited partnership), and the respective interests in Tenant held by each of such partners as of the end of each Fiscal Year. If Tenant is a corporation, or if any partner of Tenant is a corporation (other than Wyndham), Tenant shall submit to Landlord within ninety (90) days after the end of each Fiscal Year during the Term of this Agreement, a list of all shareholders and the respective interests of Tenant (or such corporate partner) held by each of such shareholders as of the end of each Fiscal Year. In addition, if Tenant is a limited liability company, Tenant shall submit to Landlord within 90 days after the end of each Fiscal Year during the Term of this Agreement, a list of all members and the respective interests in Tenant held by each member as of the end of each Fiscal YearLease.

Tenant’s Representations. In addition to the any other representation or warranty set forth herein and as an inducement to Landlord to enter into this Agreement, Tenant hereby represents and warrants to Landlord as follows: (a) Tenant is a single purpose, limited liability company duly organized and validly existing and in good standing under the laws of the State of DelawareTennessee. Tenant has all requisite power and authority under the laws of the State of Delaware Tennessee and the laws of the State of Colorado and Massachusetts Florida and its limited liability company or other charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Tenant is duly authorized to transact business in any jurisdiction in which the nature of the business conducted by it requires such qualification. (b) Tenant has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of this Agreement and any document to be delivered by Tenant, prior to the date hereof, such document shall constitute the valid and binding obligation and agreement of Tenant, enforceable against Tenant in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and except to the extent that the availability of equitable relief may be subject to the discretion of the court before which any proceeding may be brought. (c) Except as disclosed on EXHIBIT "I", there There are no judgements judgments presently outstanding and unsatisfied against Tenant or any of its properties, and neither Tenant nor any of its properties are involved in any material litigation at law or in equity or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could reasonably be expected to materially adversely affect Tenant, and no such material litigation or proceeding is, to the knowledge of Tenant, threatened against Tenant and no investigation looking toward such a proceeding has begun or is contemplated. (d) In To the knowledge of Tenant, neither this Agreement nor any other document, certificate or statement furnished to Landlord by or on behalf of Tenant in connection with the transaction contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. To the knowledge of Tenant there is no fact or condition which materially and adversely affects the business, operations, affairs, properties or condition of Tenant which has not been set forth in this Agreement or in other documents, certificates or statements furnished to Landlord in connection with the transaction contemplated hereby. (e) Tenant hereby represents to Landlord that, in the reasonable opinion of Tenant, the Leased Property and the Leased Improvements therein are adequately furnished and contain adequate FF&E P&E and inventory Inventories consistent with the amount of FF&E P&E and inventory Inventories which is customarily maintained in a hotel an assisted living and dementia care facility of the type and character of the Leased Property as otherwise required to operate the Leased Property in a manner contemplated by this Agreement and in compliance with the Management Agreement and all Legal Requirements. If, from and after the Commencement Date, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Leased Property which belong to anyone other than Tenant, Tenant shall require the agreement permitting such use to provide that Landlord or its designee may assume Tenant's rights and obligations under such agreement upon the termination of this Agreement and any assumption of management or operation of the Leased Property by Landlord or its designee. (e) During the Term of this Agreement, except as approved in writing by Landlord, and except for those nights when all rooms in the Leased Property are sold, Tenant shall not, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, knowingly and in bad faith divert or attempt to divert any business or customer of the Leased Property to any competitor, by direct or indirect inducement or otherwise, in an effort or with the goal to reduce Percentage Rent due hereunderlegal requirements. (f) Tenant acknowledges that Tenant's failure or repeated delays in making prompt payment in accordance with the terms of any agreement, leases, invoices or statements for purchase or lease of P&E, Inventories or other goods or services will be detrimental to the reputation of Landlord and Tenant. (g) All employees of Tenant are solely employees of Tenant, Manager or an Affiliated Person thereof Tenant and not Landlord. Tenant is not Landlord's agent for any purpose in regard to Tenant's employees or otherwise. Tenant shall, commencing as of, and with the Commencement Date, be liable and responsible for all claims by or related to the employees of the Leased Property. Further, Tenant expressly acknowledges and agrees that Landlord does not exercise any direction or control over the employment policies or employment decisions of Tenant. (gh) Tenant has not (i) made any contributions, payments or gifts to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is illegal under the laws of the United States or the jurisdiction in which made, (ii) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on its books, (iii) given or received any payments or other forms of remuneration in connection with the referral of patients which would violate the Medicare/Medicaid Anti-kickback Law, Section 1128(b) of the Social Security Act, 42 U.S.C. Section 1320a-7b(b), the federal physician self-referral law, 42 U.S.C. Section 1395 nn, or any analogous state statute or (iv) made any payments to any person with the intention or understanding that any part of such payment was to be used for any purpose other than that described in the documents supporting the payment. Tenant shall not take any such actions during the Term of this Agreement. (i) Tenant's equity is directly and (if applicable) indirectly owned as shown on EXHIBIT Exhibit "G". Tenant shall submit promptly provide to Landlord within ninety Landlord, upon the occurrence thereof but in any event not more than fifteen (9015) days after following a written request therefor, written notice of any change in the end executive officers, directors, shareholders, partners, and/or members of each Fiscal Year during the Term of this AgreementTenant, a list of all partners of the Tenant (being a limited partnership)as applicable to Tenant's formation and structure, and of any change in the respective interests in Tenant held by each of such partners as of the end of each Fiscal Year. If Tenant is a corporation, or if any partner of Tenant is a corporation (other than Wyndham), Tenant shall submit to Landlord within ninety (90) days after the end of each Fiscal Year during the Term of this Agreement, a list of all shareholders and the respective interests of Tenant (or such corporate partner) held by each of such shareholders as of the end of each Fiscal Year. In addition, if Tenant is a limited liability company, Tenant shall submit to Landlord within 90 days after the end of each Fiscal Year during the Term of this Agreement, a list of all members and the respective interests in Tenant held by each member as of the end of each Fiscal YearPersons.

Tenant’s Representations. In addition to the any other representation or warranty set forth herein and as an inducement to Landlord to enter into this AgreementLease, Tenant hereby represents and warrants to Landlord as follows: (a) Tenant is a single purpose, limited liability company which is duly organized and validly existing and in good standing under the laws of the State state of Delawareits formation. Tenant has all requisite power and authority under the laws of the State state of Delaware its formation and the laws of the State of Colorado Washington, and Massachusetts and under its certificate of organization, operating agreement or other charter documents documents, to enter into and perform its obligations under this Agreement Lease and to consummate the transactions contemplated hereby. Tenant is duly authorized to transact business in any jurisdiction in which the nature of the business conducted by it requires such qualification. (b) Tenant has taken all necessary action to authorize the execution, delivery and performance of this AgreementLease, and upon the execution and delivery of this Agreement and any document to be delivered by Tenant, prior to the date hereof, such document shall constitute the valid and binding obligation and agreement of Tenant, enforceable against Tenant in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and except to the extent that the availability of equitable relief may be subject to the discretion of the court before which any proceeding may be brought. (c) Except as disclosed on EXHIBIT "I", there There are no judgements judgments presently outstanding and unsatisfied against Tenant or any of its properties, and neither Tenant nor any of its properties are involved in any material litigation at law or in equity or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could reasonably be expected to materially adversely affect Tenant, and no such material litigation or proceeding is, to the knowledge of Tenant, threatened against Tenant and no investigation looking toward such a proceeding has begun or is contemplated. (d) In To the reasonable opinion knowledge of Tenant, the Leased Property and the Leased Improvements therein are adequately neither this Lease nor any other document, certificate or statement furnished and contain adequate FF&E and inventory consistent with the amount to Landlord by or on behalf of FF&E and inventory which is customarily maintained in a hotel of the type and character of the Leased Property as otherwise required to operate the Leased Property in a manner contemplated by this Agreement and in compliance with the Management Agreement and all Legal Requirements. If, from and after the Commencement Date, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or in connection with the Leased Property transaction contemplated herein contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. To the knowledge of Tenant there is no fact or condition which belong materially and adversely affects the business, operations, affairs, properties or condition of Tenant which has not been set forth in this Lease or in other documents, certificates or statements furnished to anyone other than Tenant, Tenant shall require Landlord in connection with the agreement permitting such use to provide that Landlord or its designee may assume Tenant's rights and obligations under such agreement upon the termination of this Agreement and any assumption of management or operation of the Leased Property by Landlord or its designeetransaction contemplated hereby. (e) During the Term of this Agreement, except as approved Tenant acknowledges that Tenant’s failure or repeated delays in writing by Landlord, and except for those nights when all rooms making prompt payment in the Leased Property are sold, Tenant shall not, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, knowingly and in bad faith divert or attempt to divert any business or customer of the Leased Property to any competitor, by direct or indirect inducement or otherwise, in an effort or accordance with the goal terms of any agreement, leases, invoices or statements for purchase or lease of P&E, Inventory or other goods or services will be detrimental to reduce Percentage Rent due hereunderthe reputation of Landlord and Tenant. (f) All employees of Tenant or any Affiliate, if any, are solely employees of Tenant, Manager Tenant or an Affiliated Person thereof such Affiliate and not Landlord. Neither Tenant nor any Affiliate of Tenant is not Landlord's ’s agent for any purpose in regard to Tenant's ’s or any Affiliate of Tenant’s employees or otherwise. Tenant shall, commencing as of, and with the Commencement Date, be liable and responsible for all claims by or related to the employees of the Leased Property. Further, Tenant expressly acknowledges and agrees that Landlord does not exercise any direction or control over the employment policies or employment decisions of Tenant or any Affiliate of Tenant. (g) Tenant's equity Tenant has not (i) made any contributions, payments or gifts to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is directly and illegal under the laws of the United States or the jurisdiction in which made, (if applicableii) indirectly owned as shown established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on EXHIBIT "G"its books or (iii) made any payments to any person with the intention or understanding that any part of such payment was to be used for any purpose other than that described in the documents supporting the payment. Tenant shall submit to Landlord within ninety (90) days after the end of each Fiscal Year not take any such actions during the Term of this Agreement, a list of all partners of the Tenant (being a limited partnership), and the respective interests in Tenant held by each of such partners as of the end of each Fiscal Year. If Tenant is a corporation, or if any partner of Tenant is a corporation (other than Wyndham), Tenant shall submit to Landlord within ninety (90) days after the end of each Fiscal Year during the Term of this Agreement, a list of all shareholders and the respective interests of Tenant (or such corporate partner) held by each of such shareholders as of the end of each Fiscal Year. In addition, if Tenant is a limited liability company, Tenant shall submit to Landlord within 90 days after the end of each Fiscal Year during the Term of this Agreement, a list of all members and the respective interests in Tenant held by each member as of the end of each Fiscal YearLease.

Tenant’s Representations. In addition to the any other representation or warranty set forth herein and as an inducement to Landlord to enter into this Agreement, Tenant hereby represents and warrants to Landlord as follows: (a) Tenant is a single purpose, limited liability company duly organized and validly existing and in good standing under the laws of the State of Delawareits formation. Tenant has all requisite power and authority under the laws of the State of Delaware its formation and the laws of the State of Colorado and Massachusetts and its partnership or operating agreement, articles of incorporation, by-laws, or other charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Tenant is duly authorized to transact business in any jurisdiction in which the nature of the business conducted by it requires such qualification. (b) Tenant has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of this Agreement and any document to be delivered by Tenant, prior to the date hereof, such document shall constitute the valid and binding obligation and agreement of Tenant, enforceable against Tenant in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the rights and remedies of creditors and except to the extent that the availability of equitable relief may be subject to the discretion of the court before which any proceeding may be brought. (c) Except as disclosed on EXHIBIT "I", there There are no judgements judgments presently outstanding and unsatisfied against Tenant or any of its properties, and neither Tenant nor any of its properties are involved in any material litigation at law or in equity or any proceeding before any court, or by or before any governmental or administrative agency, which litigation or proceeding could reasonably be expected to materially adversely affect Tenant, and no such material litigation or proceeding is, to the knowledge of Tenant, threatened against Tenant and to the knowledge of Tenant no investigation looking toward such a proceeding has begun or is contemplated. (d) In the reasonable opinion of Tenant acknowledges that Tenant, the Leased Property and the Leased Improvements therein are adequately furnished and contain adequate FF&E and inventory consistent ’s failure or repeated delays in making prompt payment in accordance with the amount terms of FF&E any agreement, leases, invoices or statements for purchase or lease of P&E, Inventories or other goods or services will be detrimental to the reputation of Landlord and inventory which is customarily maintained in a hotel of the type and character of the Leased Property as otherwise required to operate the Leased Property in a manner contemplated by this Agreement and in compliance with the Management Agreement and all Legal RequirementsTenant. If, from and after the Commencement DateAccordingly, Tenant acquires an interest in any items of tangible personal property (other than motor vehicles) on, or agrees that Tenant shall make all reasonable efforts to cause Manager to pay when due all undisputed amounts owed by Tenant in connection with the Leased Property which belong to anyone other than Tenant, Tenant shall require the agreement permitting such use to provide that Landlord or its designee may assume Tenant's rights and obligations under such agreement upon the termination of this Agreement and any assumption of management or operation of the Leased Property by Landlord or its designeeProperty. (e) During the Term of this Agreement, except as approved in writing by Landlord, and except for those nights when all rooms in the Leased Property are sold, Tenant shall not, either directly or indirectly, for itself, or through, or on behalf of, or in connection with any Person, knowingly and in bad faith divert or attempt to divert any business or customer of the Leased Property to any competitor, by direct or indirect inducement or otherwise, in an effort or with the goal to reduce Percentage Rent due hereunder. (f) All employees of Tenant are solely employees of Tenant, Manager Tenant or an Affiliated Person thereof of Tenant and not Landlord. Tenant is not Landlord's ’s agent for any purpose in regard to Tenant's ’s employees or otherwise. Tenant shall, commencing as of, and with the Commencement Date, be liable and responsible for all claims by or related to the employees of the Leased Property. Further, Tenant expressly acknowledges and agrees that Landlord does not exercise any direction or control over the employment policies or employment decisions of Tenant. (f) Tenant has not (i) made any contributions, payments or gifts to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is illegal under the laws of the United States or the jurisdiction in which made, (ii) established or maintained any unrecorded fund or asset for any purpose or made any false or artificial entries on its books, or (iii) made any payments to any person with the intention or understanding that any part of such payment was to be used for any purpose other than that described in the documents supporting the payment. Tenant shall not take any such actions during the Term of this Agreement. (g) Tenant's ’s equity is directly and (if applicable) indirectly owned as shown on EXHIBIT "G"Exhibit “E”, and its current officers are listed on said Exhibit “E”. Tenant shall submit to Landlord within ninety (90) days after the end of each Fiscal Year during the Term of this AgreementAgreement in which any change has occurred, a an updated list of all partners officers, directors, shareholders, partners, and/or members of the Tenant (being a limited partnership)Tenant, as applicable to Tenant’s formation and structure, and the respective interests in Tenant held by each of such partners as of the end of each Fiscal Year. If Tenant is a corporation, or if any partner of Tenant is a corporation (other than Wyndham), Tenant shall submit to Landlord within ninety (90) days after the end of each Fiscal Year during the Term of this Agreement, a list of all shareholders and the respective interests of Tenant (or such corporate partner) held by each of such shareholders as of the end of each Fiscal Year. In addition, if Tenant is a limited liability company, Tenant shall submit to Landlord within 90 days after the end of each Fiscal Year during the Term of this Agreement, a list of all members and the respective interests in Tenant held by each member Persons as of the end of each Fiscal Year.