Common use of Assignor’s Representations and Warranties Clause in Contracts

Assignor’s Representations and Warranties. Each Assignor hereby represents and warrants to Assignee as of the date hereof that: (1) That Assignor is the owner of Participation Interests as identified on Exhibit A of the Exchange Offer. (2) That Assignor has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by that Assignor pursuant hereto when delivered will constitute, the legal, valid and binding obligations of that Assignor, enforceable against that Assignor in accordance with their respective terms. (3) There is no litigation, proceeding or action pending or, to the best of that Assignor's knowledge, threatened against or relating to that Assignor, the Partnerships or the Boyk▇▇ ▇▇▇els (as such terms are defined herein) which might materially and adversely affect that Assignor or which questions the validity of this Agreement or any action taken or to be taken by that Assignor or any of the Partnerships pursuant hereto. (4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will, in any material respect, constitute a violation of or be in conflict with or 106 constitute a default under any term or provision of any agreement, instrument or lease to which that Assignor is a party. (5) Neither that Assignor, nor, to the best of that Assignor's knowledge any prior owner of the Initial Hotels owned, directly or indirectly, by the partnerships or limited liability company whose interests are being assigned hereby (collectively for each Assignor the "Boyk▇▇ ▇▇▇els") has: (a) caused or permitted the generation, manufacture, refinement, transportation, treatment, storage, handling, installation, removal, disposal, transfer, production or processing of Hazardous Substances (as hereinafter defined) or other dangerous or toxic substances, or solid wastes, except in strict compliance with all laws: (b) caused or permitted or received any written notice or have any actual knowledge of the Release (as hereinafter defined) or existence of any Hazardous Substances on or about the Boyk▇▇ ▇▇▇els or property surrounding the Boyk▇▇ ▇▇▇els which might affect the Boyk▇▇ ▇▇▇els; (c) caused or permitted or received any written notice or have any actual knowledge of any substances or conditions on or about the Boyk▇▇ ▇▇▇els or on property surrounding the Boyk▇▇ ▇▇▇els which may support a claim or cause of action, whether by any governmental authority or any other person, under any laws ("Environmental Laws") in effect as of the date of this Agreement and all rules and regulations promulgated thereunder, including, but not limited to: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq. (the "Superfund Act"); the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6921 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Section 136; the Federal Water Pollution Control Act, 33 U.S.C. Sections 1251 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801 et seq.; the Federal Solid Waste Disposal Act, 42 U.S.C. Sections 6901 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; or any other Law. For the purposes of this Agreement the terms "Hazardous Substances" and "Release" shall have the definitions used in the Superfund Act; provided, however, that the definition of the term "Hazardous Substances" shall also include (if not included within the definition contained in the Superfund Act), petroleum and related by-products, hydrocarbons, radon, asbestos, urea formaldehyde and polychlorinated biphenyl compounds ("PCB's"). 107

Assignor’s Representations and Warranties. Each Assignor hereby represents and warrants to Assignee as of the date hereof that: (1) That Assignor is the owner of Participation the Partnership Interests as identified on Exhibit A of the Exchange Offer. (2) That Assignor has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by that Assignor pursuant hereto when delivered will constitute, the legal, valid and binding obligations of that Assignor, enforceable against that Assignor in accordance with their respective terms.the (3) There To the best of Assignor's knowledge, there is no litigation, proceeding or action pending or, to the best of that Assignor's knowledge, or threatened against or relating to that Assignor, the Partnerships or the Boyk▇▇ ▇▇▇els (as such terms are defined herein) Assignor which might materially and adversely affect that Assignor or which questions the validity of this Agreement or any action taken or to be taken by that Assignor or any of the Partnerships pursuant hereto. (4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will, in any material respect, constitute a violation of or be in conflict with or 106 constitute a default under any term or provision of any agreement, instrument or lease to which that Assignor is a party. (5) Neither that Assignor, nor, to the best of that Assignor's knowledge any prior owner of the Initial Hotels owned, directly or indirectly, hotels owned by the partnerships Columbus Hotel Joint Venture (Columbus Marriott) or limited liability company whose interests are being assigned hereby the Buffalo Hotel Joint Venture (Buffalo Mariott) (hereafter the Columbus Mariott and the Buffalo Mariott collectively for each Assignor the "Boyk▇▇ ▇▇▇elsriott Hotels") has: (a) caused or permitted the generation, manufacture, refinement, transportation, treatment, storage, handling, installation, removal, disposal, transfer, production or processing of Hazardous Substances (as hereinafter defined) or other dangerous or toxic substances, or solid wastes, except in strict compliance with all laws: (b) caused or permitted or received any written notice or have any actual knowledge of the Release (as hereinafter defined) or existence of any Hazardous Substances on or about the Boyk▇▇ ▇▇▇els riott Hotels or property surrounding the Boyk▇▇ ▇▇▇els riott Hotels which might affect the Boyk▇▇ ▇▇▇elsMarriott Hotels; (c) caused or permitted or received any written notice or have any actual knowledge of any substances or conditions on or about the Boyk▇▇ ▇▇▇els riott Hotels or on property surrounding the Boyk▇▇ ▇▇▇els riott Hotels which may support a claim or cause of action, whether by any governmental authority or any other person, under any laws ("Environmental Laws") in effect as of the date of this Agreement and all rules and regulations promulgated thereunder, including, but not limited to: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq. (the "Superfund Act"); the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6921 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Section 136; the Federal Water Pollution Control Act, 33 U.S.C. Sections 1251 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801 et seq.; the Federal Solid Waste Disposal Act, 42 U.S.C. Sections 6901 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; or any other Law. For the purposes of this Agreement the terms "Hazardous Substances" and "Release" shall have the definitions used in the Superfund Act; provided, however, that the definition of the term "Hazardous Substances" shall also include (if not included within the definition contained in the Superfund Act), petroleum and related by-products, hydrocarbons, radon, asbestos, urea formaldehyde and polychlorinated biphenyl compounds ("PCB's"). 107,

Assignor’s Representations and Warranties. Each Assignor hereby represents and warrants to Assignee as of the date hereof that: (1) That Assignor is the sole owner of Participation the Partnership Interests as identified on Exhibit A of the Exchange Offer. (2) That Assignor has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by that Assignor pursuant hereto when delivered will constitute, the legal, valid and binding obligations of that Assignor, enforceable against that Assignor in accordance with their respective terms.92 (3) There To the best of Assignor's knowledge, there is no litigation, proceeding or action pending or, to the best of that Assignor's knowledge, or threatened against or relating to that Assignor, the Partnerships or the Boyk▇▇ ▇▇▇els (as such terms are defined herein) Assignor which might materially and adversely affect that Assignor or which questions the validity of this Agreement or any action taken or to be taken by that Assignor or any of the Partnerships pursuant hereto. (4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will, in any material respect, constitute a violation of or be in conflict with or 106 constitute a default under any term or provision of any agreement, instrument or lease to which that Assignor is a party. (5) Neither that Assignor, nor, to the best of that Assignor's knowledge any prior owner of the Initial Hotels ownedBeachwood Marriott, directly Buffalo Marriott, or indirectly, by the partnerships or limited liability company whose interests are being assigned hereby Columbus Marriott (collectively for each Assignor the "Boyk▇▇ ▇▇▇elsriott Hotels") has: (a) caused or permitted the generation, manufacture, refinement, transportation, treatment, storage, handling, installation, removal, disposal, transfer, production or processing of Hazardous Substances (as hereinafter defined) or other dangerous or toxic substances, or solid wastes, except in strict compliance with all laws: (b) caused or permitted or received any written notice or have any actual knowledge of the Release (as hereinafter defined) or existence of any Hazardous Substances on or about the Boyk▇▇ ▇▇▇els riott Hotels or property surrounding the Boyk▇▇ ▇▇▇els riott Hotels which might affect the Boyk▇▇ ▇▇▇elsMarriott Hotels; (c) caused or permitted or received any written notice or have any actual knowledge of any substances or conditions on or about the Boyk▇▇ ▇▇▇els riott Hotels or on property surrounding the Boyk▇▇ ▇▇▇els riott Hotels which may support a claim or cause of action, whether by any governmental authority or any other person, under any laws ("Environmental Laws") in effect as of the date of this Agreement and all rules and regulations promulgated thereunder, including, but not limited to: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq. (the "Superfund Act"); the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6921 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Section 136; the Federal Water Pollution Control Act, 33 U.S.C. Sections 1251 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801 et seq.; the Federal Solid Waste Disposal Act, 42 U.S.C. Sections 6901 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; or any other Law. For the purposes of this Agreement the terms "Hazardous Substances" and "Release" shall have the definitions used in the Superfund Act; provided, however, that the definition of the term "Hazardous Substances" shall also include (if not included within the definition contained in the Superfund Act), petroleum and related by-products, hydrocarbons, radon, asbestos, urea formaldehyde and polychlorinated biphenyl compounds ("PCB's"). 107the

Assignor’s Representations and Warranties. Each Assignor hereby represents makes the following representations and warrants warranties to Assignee Assignee, all of which are true in all material respects as of the date hereof thatEffective Date and which shall, as a condition precedent to Closing hereunder, be true in all material respects as of the Closing Date: (1a) That Assignor is a corporation, duly organized, validly existing and in good standing under the owner of Participation Interests as identified on Exhibit A laws of the Exchange Offer. (2) That Assignor State of Delaware and authorized to transact business in the Commonwealth of Virginia, and has all necessary full right, power and authority to enter execute, deliver and perform its obligations under this Agreement. The execution of this Agreement, the delivery of the Assignment Agreement and Assignor’s performance of this Agreement and the transactions contemplated hereby have been duly authorized by the requisite action on the part of the Assignor. All persons or entities with the right or obligation to consent to the conveyance contemplated by this Agreement or to Assignor’s entry into this Agreement, have consented to perform its obligations hereunder Assignor’s entry into, and to consummate the transactions contemplated hereby, without the consent or authorization performance of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by that Assignor pursuant hereto when delivered will constitute, the legal, valid and binding obligations of that Assignor, enforceable against that Assignor in accordance with their respective termsthis Agreement. (3b) There is no litigation, proceeding or action pending or, to the best of that Assignor's knowledge, threatened against or relating to that Assignor, the Partnerships or the Boyk▇▇ ▇▇▇els (as such terms are defined herein) which might materially The execution and adversely affect that Assignor or which questions the validity delivery of this Agreement or any action taken or to be taken by that Assignor or any of the Partnerships pursuant hereto. (4) Neither the execution of this Agreement nor Agreement, the consummation of the transactions contemplated hereby willhereby, and the performance of the terms hereof by Assignor will not result in a breach of any material respectof the terms or provisions of, constitute a violation of or be in conflict with or 106 constitute a default under any term or provision of under, any agreement, indenture, organizational document or other instrument or lease to which that Assignor is a party or by which it, any of its assets is bound, nor, to Assignor’s knowledge, any judgment, decree, order, or award of any court, governmental body or arbitrator, or of any law, rule, or regulation applicable to Assignor, in each instance in a manner which would or might impair Assignor’s ability to perform its obligations under this Agreement. (c) Assignor is not a “foreign person” as contemplated in Section 1445 of the Internal Revenue Code, as amended. (d) Assignor (i) has not made any general assignment for the benefit of creditors, (ii) has not filed nor acquiesced in any petition in any court (whether or not pursuant to any statute of the United States or of any State) for any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceedings relating to Assignor, (iii) has not made any application in any such proceedings for, nor acquiesced in, the appointment of a trustee, receiver or similar officer for it or all or any portion of its property, or (iv) is not a “debtor” in any voluntary or involuntary bankruptcy proceeding, or subject to any continuing jurisdiction from a prior such proceeding. (e) Assignor has delivered to Assignee a true, correct and complete copy of the PSA, and has advised Assignee that Assignor and TST have entered into two separate correspondences, one in which TST has agreed to a reduction in the purchase price under the PSA, and the other in which Assignor has agreed to forfeit certain rights with respect to property adjacent to the Property. Other than such separate correspondences, there are no other documents executed between TST and Assignor relating to the PSA. Assignor is the owner of the PSA as purchaser and has not assigned the PSA to any other party. (5f) Neither that Assignor, nor, to the best of that Assignor's knowledge any prior owner of the Initial Hotels owned, directly or indirectly, by the partnerships or limited liability company whose interests are being assigned hereby (collectively for each Assignor the "Boyk▇▇ ▇▇▇els") has: (a) caused or permitted the generation, manufacture, refinement, transportation, treatment, storage, handling, installation, removal, disposal, transfer, production or processing of Hazardous Substances (as hereinafter defined) or other dangerous or toxic substances, or solid wastes, except in strict compliance with all laws: (b) caused or permitted or received any written notice or have any actual knowledge of the Release (as hereinafter defined) or existence of any Hazardous Substances on or about the Boyk▇▇ ▇▇▇els or property surrounding the Boyk▇▇ ▇▇▇els which might affect the Boyk▇▇ ▇▇▇els; (c) caused or permitted or received any written notice or have any actual knowledge of any substances or conditions on or about the Boyk▇▇ ▇▇▇els or on property surrounding the Boyk▇▇ ▇▇▇els which may support a claim or cause of action, whether by any governmental authority or any other person, under any laws ("Environmental Laws") in effect as As of the date of this Agreement and all rules as of the Closing Date, to Assignor’s knowledge, no default after any permitted notice or cure period exists on the part of TST under the VRSN Lease, and regulations promulgated to Assignor’s knowledge, there exists no facts that, with the passage of time or the giving of notice, or both, would constitute a default thereunder. (g) Pursuant to the PSA, includingAssignor has obtained consent from TST to assign the PSA to Assignee as contemplated herein, but not limited to: to the Comprehensive Environmental Responseextent required. (h) To Assignor’s knowledge based solely upon the PSA, Compensation and Liability Act other than the items listed on Schedule 7.12 attached to the PSA, Final Completion (as defined in the VRSN Lease) by TST of 1980, 42 U.S.C. Sections 9601 et seq. the Base Building Work (as defined in the "Superfund Act"); the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6921 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Section 136; the Federal Water Pollution Control Act, 33 U.S.C. Sections 1251 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801 et seq.; the Federal Solid Waste Disposal Act, 42 U.S.C. Sections 6901 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; or any other Law. For the purposes of this Agreement VRSN Lease) pursuant to the terms "Hazardous Substances" and "Release" shall have the definitions used in the Superfund Act; provided, however, that the definition of the term "Hazardous Substances" VRSN Lease has occurred. Assignor acknowledges and agrees that Assignee shall also include not be responsible for the payment to Assignor of any tenant improvement allowance due Assignor from TST under the VRSN Lease or for the completion of any tenant improvements required to be made by TST for the benefit of Assignor under the VRSN Lease. All representations and warranties of Assignor set forth in this Section 6.1 are intended to and shall remain true and correct in all material respects as of the Closing and shall survive Closing for a period of one (if not included 1) year (meaning that any claims by Assignee with respect to such representations or warranties shall be commenced by written notice to Assignor within the definition contained in the Superfund Act)said one (1) year period and shall be diligently pursued thereafter, petroleum or shall be deemed to have expired and related by-products, hydrocarbons, radon, asbestos, urea formaldehyde and polychlorinated biphenyl compounds ("PCB's"have been waived). 107Whenever in this Section 6 a representation of Assignor is based on the “Assignor’s knowledge” or words of similar import, such reference shall be deemed to be to the actual knowledge of ▇▇▇▇ ▇▇▇▇▇▇, without investigation or inquiry of any kind other than such investigation as were actually conducted by such person(s). There shall be no personal liability to said individuals arising out of said representations or warranties (all liability therefrom being attributable to Assignor hereunder).

Assignor’s Representations and Warranties. Each Assignor hereby represents and warrants to Assignee as of the date hereof that: (1) That Assignor is the sole owner of Participation the Partnership Interests as identified on Exhibit A of the Exchange Offer. (2) That Assignor has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by that Assignor pursuant hereto when delivered will constitute, the legal, valid and binding obligations of that Assignor, enforceable against that Assignor in accordance with their respective terms. (3) There To the best of Assignor's knowledge, there is no litigation, proceeding or action pending or, to the best of that Assignor's knowledge, or threatened against or relating to that Assignor, the Partnerships or the Boyk▇▇ ▇▇▇els (as such terms are defined herein) Assignor which might materially and adversely affect that Assignor or which questions the validity of this Agreement or any action taken or to be taken by that Assignor or any of the Partnerships pursuant hereto. (4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will, in any material respect, constitute a violation of or be in conflict with or 106 constitute a default under any term or provision of any agreement, instrument or lease to which that Assignor is a party. (5) Neither that AssignorAt Closing, norAssignor will own good, valid and marketable title to the best of that Assignor's knowledge any prior owner Participation Interests (identify on Exhibit A of the Initial Hotels ownedExchange Offer), directly free and clear of all mortgages, pledges, liens, security interests, encumbrances and restrictions of any nature whatsoever. Assignor also makes the further representation that nothing in this Agreement shall operate to release Assignor from any liabilities or indirectly, by obligations for which Assignor would otherwise be responsible arising out of or in connection with the partnerships or limited liability company whose interests are being assigned hereby (collectively for each Assignor the "Boyk▇▇ ▇▇▇els") has: (a) caused or permitted the generation, manufacture, refinement, transportation, treatment, storage, handling, installation, removal, disposal, transfer, production or processing of Hazardous Substances (as hereinafter defined) or other dangerous or toxic substances, or solid wastes, except in strict compliance with all laws: (b) caused or permitted or received any written notice or have any actual knowledge ownership of the Release (as hereinafter defined) Participation Interests or existence of any Hazardous Substances on or about the Boyk▇▇ ▇▇▇els or property surrounding riott Hotels relating to any periods prior to the Boyk▇▇ ▇▇▇els which might affect the Boyk▇▇ ▇▇▇els; (c) caused or permitted or received any written notice or have any actual knowledge of any substances or conditions on or about the Boyk▇▇ ▇▇▇els or on property surrounding the Boyk▇▇ ▇▇▇els which may support a claim or cause of action, whether by any governmental authority or any other person, under any laws ("Environmental Laws") in effect as Closing. All of the date of representations and warranties set forth in this Agreement and all rules and regulations promulgated thereunder, including, but not limited to: Section D shall be deemed renewed by Assignor on the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq. (the "Superfund Act"); the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6921 et seqClosing Date as if made at such time.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Section 136; the Federal Water Pollution Control Act, 33 U.S.C. Sections 1251 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801 et seq.; the Federal Solid Waste Disposal Act, 42 U.S.C. Sections 6901 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; or any other Law. For the purposes of this Agreement the terms "Hazardous Substances" and "Release" shall have the definitions used in the Superfund Act; provided, however, that the definition of the term "Hazardous Substances" shall also include (if not included within the definition contained in the Superfund Act), petroleum and related by-products, hydrocarbons, radon, asbestos, urea formaldehyde and polychlorinated biphenyl compounds ("PCB's"). 107

Assignor’s Representations and Warranties. Each Assignor hereby represents and warrants to Assignee as of the date hereof that: (1a) That Assignor is the owner of Participation Interests as identified on Exhibit A sole trustee of the Exchange Offer_____________________ _________________ (the "Trust"), and that the investment powers of the Trust permit the Assignor, as trustee, to enter into this Agreement. (2b) That Assignor has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by that Assignor pursuant hereto when delivered will constitute, the legal, valid and binding obligations of that Assignor, enforceable against that Assignor in accordance with their respective terms. (3c) There To the best of Assignor's knowledge, there is no litigation, proceeding or action pending or, to the best of that Assignor's knowledge, or threatened against or relating to that Assignor, the Partnerships or the Boyk▇▇ ▇▇▇els (as such terms are defined herein) Assignor which might materially and adversely affect that Assignor or which questions the validity of this Agreement or any action taken or to be taken by that Assignor or any of the Partnerships pursuant hereto. (4d) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will, in any material respect, constitute a violation of or be in conflict with or 106 constitute a default under any term or provision of any agreement, instrument or lease to which that Assignor is a party. (5e) Neither that AssignorAt Closing, norAssignor will own good, valid and marketable title to the Partnership Interest, free and clear of all mortgages, pledges, liens, security interests, encumbrances and restrictions of any nature whatsoever. (f) To the best of that Assignor's knowledge any prior owner knowledge, the only partners of the Initial Hotels ownedJVJ Joint Ventures are the general partners listed on Exhibit B. Subject to Section 10 hereof, directly Assignor also makes the further representation that nothing in this Agreement shall operate to release Assignor from any liabilities or indirectly, by obligations for which he would otherwise be responsible arising out of or in connection with the partnerships or limited liability company whose interests are being assigned hereby (collectively for each Assignor the "Boyk▇▇ ▇▇▇els") has: (a) caused or permitted the generation, manufacture, refinement, transportation, treatment, storage, handling, installation, removal, disposal, transfer, production or processing of Hazardous Substances (as hereinafter defined) or other dangerous or toxic substances, or solid wastes, except in strict compliance with all laws: (b) caused or permitted or received any written notice or have any actual knowledge ownership of the Release (as hereinafter defined) Partnership Interest or existence of the Property relating to any Hazardous Substances on or about periods prior to the Boyk▇▇ ▇▇▇els or property surrounding the Boyk▇▇ ▇▇▇els which might affect the Boyk▇▇ ▇▇▇els; (c) caused or permitted or received any written notice or have any actual knowledge of any substances or conditions on or about the Boyk▇▇ ▇▇▇els or on property surrounding the Boyk▇▇ ▇▇▇els which may support a claim or cause of action, whether by any governmental authority or any other person, under any laws ("Environmental Laws") in effect as Closing. All of the date of representations and warranties set forth in this Agreement and all rules and regulations promulgated thereunder, including, but not limited to: Section 5 shall be deemed renewed by Assignor on the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq. (the "Superfund Act"); the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6921 et seqClosing Date as if made at such time.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Section 136; the Federal Water Pollution Control Act, 33 U.S.C. Sections 1251 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801 et seq.; the Federal Solid Waste Disposal Act, 42 U.S.C. Sections 6901 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; or any other Law. For the purposes of this Agreement the terms "Hazardous Substances" and "Release" shall have the definitions used in the Superfund Act; provided, however, that the definition of the term "Hazardous Substances" shall also include (if not included within the definition contained in the Superfund Act), petroleum and related by-products, hydrocarbons, radon, asbestos, urea formaldehyde and polychlorinated biphenyl compounds ("PCB's"). 107

Assignor’s Representations and Warranties. Each 4.1 To the best of the Assignor’s belief and knowledge, the Assignor hereby represents and warrants to the Assignee that, as of on the date hereof that:of this Agreement and with reference to the facts and circumstances then existing: - (1a) That the Assignor is a bank/financial institution duly organised, validly existing and in good standing under Applicable Law and is duly qualified and licensed to do business in each jurisdiction in which the owner character of Participation Interests as identified on Exhibit A its properties or the nature of the Exchange Offer.its activities requires such qualifications; (2b) That the Assignor has all necessary full corporate power and authority to enter into this Agreement, to perform its obligations hereunder the Financing Documents and the other Transaction Documents and to consummate take any action and execute any documents required by the transactions contemplated herebyterms hereof and thereof respectively and that this Agreement, without the consent or authorization ofFinancing Documents and the other Transaction Documents entered into/to be entered into, or notice toas the case may be, any third partyhave been duly authorised by all necessary corporate approvals, except those third parties to whom such consents or authorizations have been or will be obtainedbe, or to whom notices have been as the case may be, duly and validly executed and delivered by the Assignor, and, assuming due authorisation, execution and delivery by the Assignee, is or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by that Assignor pursuant hereto when delivered will constitute, the legal, valid and binding obligations obligation of that the Assignor, enforceable against that Assignor in accordance with their respective terms.the terms hereof and thereof respectively; and that the executants of this Agreement, the Financing Documents and the other Transaction Documents, on behalf of the Assignor, have been duly empowered and authorised to execute the same and to perform all its obligations in accordance with the terms herein and therein; (3c) There the Loans are Non-Performing Assets and have been duly and validly classified as such, in accordance with the guidelines issued by the Reserve Bank of India in this regard and all Applicable Law; (d) no Consent, approval, order, registration or qualification of, or with, any court or Statutory Authority having jurisdiction over the Assignor, the absence of which, would adversely affect the legal and valid execution, delivery and performance by the Assignor of this Agreement or the documents and instruments contemplated hereby or the taking by the Assignor of any actions contemplated herein, is required; (e) to the best of the knowledge of the Assignor, the Borrower is not entitled to claim a right of set off in respect of its Loans; (f) no litigationright of set off has been exercised by the Borrower in respect of its Loans, proceeding except as disclosed by the Assignor, in Schedule 2 (A); (g) the ledger extracts setting out the details of the Loans, including the Amounts Due under the respective Financing Documents, which have been handed over to the Assignee by the Assignor and receipt of the same acknowledged by the Assignee, are true and correct in all respects and have been prepared in accordance with Applicable Law; (h) all information set forth herein, or action pending orin the Financing Documents and the other Transaction Documents, pertaining to the Borrower is, to the best of that Assignor's knowledge, threatened against or relating to that the knowledge and belief of the Assignor, and pertaining to the Partnerships or Assignor is, true and correct in all respects, and all names, addresses, amounts, dates, signatures and other statements and facts contained in the Boyk▇▇ ▇▇▇els (as such terms are defined herein) which might materially Financing Documents and adversely affect that Assignor or which questions pertaining to the validity of this Agreement or any action taken or to be taken by that Assignor or any of the Partnerships pursuant hereto. (4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will, in any material respect, constitute a violation of or be in conflict with or 106 constitute a default under any term or provision of any agreement, instrument or lease to which that Assignor is a party. (5) Neither that Assignor, norBorrowers are, to the best of that Assignor's the knowledge any prior owner and belief of the Initial Hotels ownedAssignor, directly and pertaining to the Assignor are, genuine, true and correct in all respects; (i) the Assignor has not rescheduled, amended, or indirectlygranted any relief to the Borrower, regarding any of the payment terms of any of the Financing Documents, other than: (i) those that have been regularised by such Borrower subsequent to the grant of such relief; and (ii) those that have been disclosed in Schedule 2 (B); (j) each of the Loans has been provided by the partnerships or limited liability company whose interests are being assigned hereby (collectively for each Assignor in the "Boyk▇▇ ▇▇▇els") has: (a) caused or permitted ordinary course of its business and the generation, manufacture, refinement, transportation, treatment, storage, handling, installation, removal, disposal, transfer, production or processing of Hazardous Substances (Assignor confirms that cases classified as hereinafter defined) or other dangerous or toxic substances, or solid wastes, except in strict compliance with all laws: (b) caused or permitted or received any written notice or have any actual knowledge fraud do not form part of the Release Loans; (as hereinafter definedk) none of the rights, title and interest of the Assignor in the Financing Documents, the Loans and/or any underlying Security Interest, pledge or existence guarantee has been sold, assigned or pledged to any Person and the Assignor has, good and marketable title to each of the Financing Documents, the Loans, and the underlying Security Interests, pledges and / or guarantees, free and clear of any Hazardous Substances on encumbrance and the Assignor is the sole legal and full beneficial owner thereof and has full and absolute right to irrevocably and unconditionally sell, transfer and assign the Financing Documents, the Loans and the underlying Security Interests, pledges and / or about guarantees to the Boyk▇▇ ▇▇▇els Assignee; (l) the Assignor, in respect of the securities mentioned in schedule 1, has not released any Security Interest, pledge or property surrounding guarantee in respect of the Boyk▇▇ ▇▇▇els which might affect the Boyk▇▇ ▇▇▇els; (c) caused or permitted or received any written notice or have any actual knowledge of any substances or conditions on or about the Boyk▇▇ ▇▇▇els or on property surrounding the Boyk▇▇ ▇▇▇els which may support a claim or cause of action, whether by any governmental authority or any other person, under any laws ("Environmental Laws") in effect as of Loans before the date of this Agreement Agreement, except as disclosed by the Assignor, in Schedule 2 (C),; (m) to the best of the knowledge of the Assignor, no proceedings for winding up, bankruptcy or liquidation or restraint or attachment of any properties of the Borrower, or any action for the appointment of a receiver, liquidator, assignee (or similar official) for any part of its property, or any proceedings hampering the right of the Assignor to enforce the Financing Documents or the underlying Security Interests, pledges and / or guarantees, including any proceedings before the Board of Industrial and Financial Reconstruction/ Appellate Authority for Industrial and Financial Reconstruction, have been filed by any Person, other than as disclosed by the Assignor to the Assignee, in Schedule 2 (D). The Assignor further represents that where any winding up, bankruptcy or liquidation proceedings have been initiated against any Borrower of which the Assignor has knowledge, and if: (i) the Assignor has opted to enforce its Security Interest, pledge and / or guarantee in relation to any Loan outside the winding up, the Assignor has taken all necessary actions for the preservation of such Security Interest and / or the underlying assets and for the recovery of the Loan, including appointment of a receiver, issuing of all necessary notices; or (ii) the Assignor has opted to relinquish its Security Interest, pledge and / or guarantee in relation to any Loan and prove for the claims in the winding up / liquidation proceedings, it has filed the claim for the same and taken all other necessary actions for the purpose of proving its claim in relation to the Loans and recovering all monies in relation thereto; (n) the terms and conditions contained in the Financing Documents correctly reflect the entire agreement between parties thereto and there are no other oral or written agreements or representations in connection therewith and each Borrower has, to the best of the knowledge, information and belief of the Assignor, entered into its Financing Documents of its own free will; (o) to the best of the knowledge, information and belief of the Assignor, each of the Financing Document (including all documents creating any underlying Security Interests, pledges and / or guarantees) has been duly authorised, executed and delivered by the respective Borrower, complies with all Applicable Law and represents the legal, valid and binding irrevocable obligation of such Borrower, enforceable under all Applicable Laws against such Borrower in accordance with its terms (except to the extent that enforcement of remedies may be limited by applicable bankruptcy, insolvency or similar laws) and the executant of the Financing Documents on behalf of such Borrower, has been duly empowered and authorized to execute such Financing Documents and all rules other documents and regulations promulgated thereunderto perform all the obligations of such Borrower, includingin accordance with the terms set out herein; (p) no suits have been filed, or other proceedings initiated by the Assignor against the Borrower before any court, tribunal, Statutory Authority or regulatory body other than those disclosed by the Assignor to the Assignee, in Schedule 2 (E); (q) no suits have been filed, or other proceedings initiated by the Borrower against the Assignor in respect of the Financing Documents before any court, tribunal, Statutory Authority or regulatory body other than those disclosed by the Assignor to the Assignee, in Schedule 2 (F); (r) there are no agreements, deeds and/or documents other than those set out in Schedule 1 that would affect the ability of the Assignee to realise the Amounts Due in terms of the respective Financing Documents; (s) the Financing Documents, in original, and all other related deeds and documents (including but not limited to: to any title deeds deposited by the Comprehensive Environmental ResponseBorrower in respect of the Loans disbursed under the relevant Financing Documents) have been furnished to the Assignee, Compensation and Liability Act of 1980delivered, 42 U.S.C. Sections 9601 et seq. (transferred to the "Superfund Act"); the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6921 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Section 136; the Federal Water Pollution Control Act, 33 U.S.C. Sections 1251 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801 et seq.; the Federal Solid Waste Disposal Act, 42 U.S.C. Sections 6901 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; Assignee or any other Law. For agent of the purposes Assignee or are being held to the order of the Assignee, as agreed by the Parties; and (t) the Assignor has discharged all the costs including legal fees & expenses payable to advocates/ counsels appointed/ retained by the Assignor upto and including the Cut-off Date and on the date of this Agreement Assignment, if the terms "Hazardous Substances" Assignee so requests the Assignor will obtain and "Release" shall have provide no objection of such advocates/ counsels to the definitions used Assignee in relinquishing such briefs. 4.2 If any of the above representations is found to be incorrect, a consequence of which materially and adversely affects the interest of the Assignee in the Superfund Act; providedrealisation Loan, howeversuch misrepresentation shall be rectified by the Assignor forthwith and in no event later than thirty (30) days from the date of receipt of notice by the Assignor from the Assignee, to the satisfaction of the Assignee, after a notice in respect of the breach is given to the Assignor by the Assignee. 4.3 All costs, charges and expenses, subject to the maximum limit of Purchase Consideration, incurred in connection with any rectification in accordance with Section 4.2 above, shall be borne by the Assignor. 4.4 To the best of the knowledge and belief of the Assignor, the representations and warranties of the Assignor contained in this Agreement are true and correct as at the date hereof. The Assignor represents and confirms that the definition Assignor has disclosed all relevant information of which it has knowledge in relation to the loans acquired by the Assignee and the Assignee is given inspection of the term "Hazardous Substances" accounts and all other documents, letters, papers and writings including the Financing Documents, Loan and Transaction Documents referred to herein to enable the Assignee to examine, conduct a proper Due Diligence Exercise. 4.5 The Assignor shall also include (if not included within be responsible for breach of representations and warranties contained herein arising out of a fact which is already brought to the definition contained in notice of the Superfund Act), petroleum and related by-products, hydrocarbons, radon, asbestos, urea formaldehyde and polychlorinated biphenyl compounds ("PCB's"). 107Assignee.

Assignor’s Representations and Warranties. Each Assignor hereby represents and warrants to Assignee as of the date hereof that: (1) That After the liquidation of Chuc▇ & ▇oe, ▇.L.C. and prior to the Closing Date, Assignor is will be the owner of Participation Membership Interests as identified on Exhibit A in BBG representing 29.7% ownership of the Exchange OfferBBG. (2) That Assignor has all necessary power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, without the consent or authorization of, or notice to, any third party, except those third parties to whom such consents or authorizations have been or will be obtained, or to whom notices have been or will be given, prior to the Closing. This Agreement constitutes, and the other documents and instruments to be delivered by that Assignor pursuant hereto when delivered will constitute, the legal, valid and binding obligations of that Assignor, enforceable against that Assignor in accordance with their respective terms. (3) There To the best of Assignor's knowledge, there is no litigation, proceeding or action pending or, to the best of that Assignor's knowledge, or threatened against or relating to that Assignor, the Partnerships or the Boyk▇▇ ▇▇▇els (as such terms are defined herein) Assignor which might materially and adversely affect that Assignor or which questions the validity of this Agreement or any action taken or to be taken by that Assignor or any of the Partnerships pursuant hereto. (4) Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will, in any material respect, constitute a violation of or be in conflict with or 106 constitute a default under any term or provision of any agreement, instrument or lease to which that Assignor is a party. (5) Neither that Assignor, nor, to the best of that Assignor's knowledge any prior owner of the Initial Hotels owned, directly or indirectly, by the partnerships or limited liability company whose interests are being assigned hereby (collectively for each Assignor the "BoykLake Norm▇▇ ▇▇▇els") els has: (a) caused or permitted the generation, manufacture, refinement, transportation, treatment, storage, handling, installation, removal, disposal, transfer, production or processing of Hazardous Substances (as hereinafter defined) or other dangerous or toxic substances, or solid wastes, except in strict compliance with all laws: (b) caused or permitted or received any written notice or have any actual knowledge of the Release (as hereinafter defined) or existence of any Hazardous Substances on or about the BoykLake Norm▇▇ ▇▇▇els el or property surrounding the BoykLake Norm▇▇ ▇▇▇els Hotels which might affect the BoykLake Norm▇▇ ▇▇▇els; (c) caused or permitted or received any written notice or have any actual knowledge of any substances or conditions on or about the BoykLake Norm▇▇ ▇▇▇els or on property surrounding the BoykLake Norm▇▇ ▇▇▇els which may support a claim or cause of action, whether by any governmental authority or any other person, under any laws ("Environmental Laws") in effect as of the date of this Agreement and all rules and regulations promulgated thereunder, including, but not limited to: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq. (the "Superfund Act"); the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6921 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Section 136; the Federal Water Pollution Control Act, 33 U.S.C. Sections 1251 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801 et seq.; the Federal Solid Waste Disposal Act, 42 U.S.C. Sections 6901 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; or any other Law. For the purposes of this Agreement the terms "Hazardous Substances" and "Release" shall have the definitions used in the Superfund Act; provided, however, that the definition of the term "Hazardous Substances" 55 shall also include (if not included within the definition contained in the Superfund Act), petroleum and related by-by products, hydrocarbons, radon, asbestos, urea formaldehyde and polychlorinated biphenyl compounds ("PCB's"). 107.