Common use of Warranties and Representations of Seller Clause in Contracts

Warranties and Representations of Seller. Seller represents and warrants to Buyer as follows: 17.1 Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Tennessee and has qualified to do business and is in good standing in each state where a hotel property is located, and has full power and authority to carry on its current business and to own, use and sell its assets and properties. 17.2 Seller has full power and authority and all necessary approvals to enter into this Agreement. The execution and delivery of this Agreement and the transactions contemplated hereby do not and will not violate any provision of any agreement, document, or instrument to which Seller is a party or by which Seller is bound, except as otherwise noted in this Agreement. Seller has made no other agreements with any other party with respect to the Purchased Assets which would adversely affect the transactions contemplated hereby. 17.3 There is as of the date hereof no litigation, proceeding, suit, action, controversy, or claim existing, pending, or, to the best of Seller's knowledge, threatened against Seller which might materially, adversely affect the transfer of the Purchased Assets to Buyer. At Closing, Seller will have complied with all laws, regulations, and ordinances applicable to the transfer of the Purchased Assets. There are at the date hereof and at Closing there will be no judgments existing, whether or not filed, against Seller or Seller's Tenant which might affect the Purchased Assets, except as herein set forth. 17.4 Seller has received no written notices of any violations of any laws, ordinances, regulations, rules or orders issued by any federal, state, or local governmental authority adversely affecting the Premises, except as noted in this Agreement. 17.5 To Seller's knowledge, there are no options to purchase, rights of first refusal or other similar agreements with respect to the Premises which give anyone the right to purchase the Premises or any part thereof. Neither Seller nor to the knowledge of Seller, Seller's Tenant is a party to any contracts, leases, or agreements, written or oral, including without limitation sales representation contracts, purchase contracts or restrictive agreements which prohibit the consummation of this Agreement, except as reflected in the preliminary title report and Schedule C attached hereto. 17.6 There are as of the date hereof no taxes outstanding against the Purchased Assets, other than those for which adjustment in the Purchase Price are to be made. For purposes of this paragraph, taxes shall include any and all business-related taxes, including, but not limited to, sales tax, employee income tax and F.I.C.A. withholding, employment taxes, and business or license fees. 17.7 Seller is not a foreign entity, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax regulations). 17.8 To Seller's knowledge, Seller has filed all federal, estate, county and local tax returns required to be filed by Seller and has paid all taxes, interest and penalties that have become due and payable by Seller. To Seller's knowledge, there is no tax deficiency or penalty owing with respect to Seller. 17.9 The Seller has no knowledge of, nor has it received any written notice of, any special taxes or assessments relating to any hotel property or any part thereof or any planned public improvements that may result in a special tax or assessment against any hotel property which is not of public record. 17.10 Each hotel property contains, as of the Closing Date, not less than: 17.10.1 A sufficient amount of furniture, furnishings, color television sets, carpets, drapes, rugs, floor coverings, mattresses, pillows, bedspreads and the like, to furnish each guest room, so that each such guest room is, in fact, fully furnished in accordance with current Franchisor standards at the time of Seller's purchase; and 17.10.2 A sufficient amount of towels, washcloths and bed linens, together with a sufficient supply of paper goods, soaps, cleaning supplies and other such supplies and materials, as are reasonably adequate for the current operations of the Hotel in accordance with current Franchisor standards at the time of Seller's purchase. 17.11 The Seller has not received written notice that any Contract is in default.

Warranties and Representations of Seller. Seller represents and warrants to Buyer that, as followsof the Effective Date: 17.1 (i) Seller is a limited partnership liability company and is duly organized, validly existing and in good standing under the laws of the State of Tennessee Delaware. Seller is duly qualified and has qualified in good standing to do business as a foreign entity in the State of New Jersey. The execution, delivery and performance by Seller of the terms of this Agreement have been duly authorized by all necessary member action and do not conflict with the operating agreement of Seller or any agreement to which Seller is in good standing in each state where bound or is a hotel property is located, and party or require the consent of any party. (ii) Seller has full power and authority to execute, deliver and carry on out its current business and to own, use and sell its assets and properties. 17.2 Seller has full power and authority obligations under this Agreement and all documents to be executed in connection herewith and has taken all necessary approvals action to enter into this Agreement. The execution authorize the execution, delivery and delivery performance of this Agreement and all documents to be executed in connection herewith. All persons executing this Agreement on behalf of Seller have been duly authorized to do so. (iii) This Agreement is the transactions contemplated hereby do not legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject only to bankruptcy and creditor’s rights laws, matters affecting creditors of Seller generally and general equitable principles (whether asserted in an action at law or equity). (iv) No suit, action, arbitration or legal administrative or other proceeding is pending or threatened against Seller that may affect in a material adverse way the Property or Seller’s ability to comply with its obligations hereunder. (v) The execution, delivery and performance of this Agreement by Seller in accordance with the terms of this Agreement, will not violate any provision violate, conflict with or result in a breach of any agreement or any law, regulation, contract, agreement, documentcommitment, order, judgment or instrument decree to which Seller is a party or by which it is or may be bound. (vi) Seller is boundnot a “foreign person” as defined in the IRC, except as nor is Seller (a) a person or entity described by Section 1 of Executive Order 13224 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism 66 Federal Register 49,079 September 24, 2001, or (b) knowingly engages in any dealings or transactions or is otherwise noted in this Agreement. Seller has made no other agreements associated with any other party with respect such persons or entities. (vii) Schedule 2 includes a true, correct and complete list of all Leases and Occupancy Agreements relating to the Purchased Assets which would adversely affect the transactions contemplated hereby. 17.3 There is Property, including all amendments, modifications and supplements thereto, in effect as of the date hereof of the Effective Date that have been entered into by Seller. At Closing, the Leases listed on Schedule 2 shall be deemed amended to include any Permitted Lease Changes that Seller has entered into and delivered copies thereof to Purchaser prior to Closing (or if entered into ten (10) or fewer days before Closing, at Closing). There are no litigationsecurity deposits held by Seller or any Affiliate of Seller under the Leases or Occupancy Agreements. Seller has delivered to Purchaser on or before the Effective Date true, proceedingcorrect and complete copies of all the Leases and Occupancy Agreements (including all amendments, suitmodifications and supplements thereto) listed on Schedule 2. Seller has not assigned its rights under any of the Leases or Occupancy Agreements except as set forth in the Loan Documents. (viii) Except to the extent made available to Purchaser during the Due Diligence Period, actionSeller has not received any written notice of any currently existing default or breach on the part of the landlord under any Lease, controversy, or claim existing, pending, ornor, to the best of Seller's ’s knowledge, threatened against Seller which might materially, adversely affect does there currently exist any material default or breach on the transfer part of the Purchased Assets landlord under any Lease. Except as set forth in any of the schedules attached to Buyerthis Agreement or in the Rent Roll, all of the landlord’s obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full and all concessions (other than any unexpired rent abatement set forth in the Leases) from the landlord under the Leases have been paid and performed in full by the Closing Date. (ix) Schedule 6 is a true and complete list of the rent roll for the Property as of the Effective Date, which rent roll reflects the base rent amounts, any rent arrearages, the term of any Leases or Occupancy Agreements and any unexercised options to extend the term of any Leases or Occupancy Agreements. At ClosingAn updated rent roll, reflecting the facts then existing, shall be delivered at Closing and certified as true and complete at such time. (x) Except as contemplated by (i) this Agreement, or (ii) any document (including, without limitation, any Permitted Encumbrance, Master Lease 103, Master Lease 104, the Leases and the closing deliveries) expressly identified herein by reference to such document or a group of related documents (such as, without limitation, Permitted Encumbrances) or listed on any exhibit hereto, Seller will have complied with all lawshas not granted to any person, regulationsfirm, and ordinances applicable corporation or other entity any right or option to acquire Seller’s interest in the Property or any portion thereof, except to the transfer of the Purchased Assets. There are at the date hereof and at Closing there will be no judgments existing, whether extent such right has expired or not filed, against Seller or Seller's Tenant which might affect the Purchased Assets, except as herein set forthbeen waived. 17.4 (xi) To Seller’s knowledge, Seller has received no written notices notice that it is in default under any of the Leases in a case where such default remains uncured nor has Seller received any notice of any violations legal action or proceeding instituted by any Tenant against Seller. (xii) To Seller’s knowledge, all installments of interest and all other sums required to be paid under the terms of the Loan Documents have been paid and the principal amount secured thereby is $40,000,000. Except as set forth on Schedule 7 hereto, Seller has not received any written notice alleging such a default which has not been cured. Seller has heretofore delivered to Purchaser a true and complete copy of each of the Loan Documents. (xiii) To Seller’s knowledge, Seller has received no written notice of any lawsviolation of any law, ordinancesmunicipal or other governmental ordinance, regulationscode, rules decree, rule, regulation or orders issued by any federal, state, requirement against or local governmental authority adversely affecting the PremisesProperty. (xiv) No work has been performed (or is in progress) on behalf of Seller, and no materials have been furnished to Seller, which may give rise to any mechanic’s, materialmen’s or other liens against the Property or any portion thereof, except as noted where Seller has paid or will pay such persons, in this Agreementfull, for all materials supplied or work/services furnished to or at the Property. 17.5 To Seller's knowledge, there (xv) There are no options to purchase, rights of first refusal or other similar agreements service contracts between Seller and any third party with respect to the Premises which give anyone Property, except for the right to purchase the Premises or any part thereof. Neither Seller nor to the knowledge of Seller, Seller's Tenant Service Contracts set forth on Schedule 5 hereof. (xvi) Schedule 8 is a party to any contractstrue, leases, or agreements, written or oral, including without limitation sales representation contracts, purchase contracts or restrictive agreements which prohibit the consummation correct and complete list of this Agreement, except as reflected all Brokerage Agreements that are in the preliminary title report and Schedule C attached hereto. 17.6 There are effect as of the date hereof no taxes outstanding against Effective Date. All currently due and owing brokerage commissions under the Purchased AssetsBrokerage Agreements have been paid. The Brokerage Agreements will remain in effect after the Closing Date and Purchaser will be required to pay amounts due thereunder for renewals, extensions and other than those for which adjustment post-closing events in the Purchase Price are to be made. For purposes of this paragraph, taxes shall include any and all business-related taxesaccordance with their terms, including, but not limited towithout limitation, sales tax, employee income tax and F.I.C.A. withholding, employment taxes, and business or license fees. 17.7 Seller is not a foreign entity, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax regulations). 17.8 To Seller's knowledge, Seller has filed all federal, estate, county and local tax returns required to be filed by Seller and has paid all taxes, interest and penalties that have approximately $355,000 which will become due and payable by Sellerto Broker. To Seller's knowledgeSuch amounts shall become due and payable to Broker after the Effective Date, there is and no tax deficiency credits or penalty owing adjustments to the Purchase Price shall be given to Purchase with respect to Sellersuch amounts. 17.9 The Seller has no knowledge of, nor has it received any written notice of, any special taxes or assessments relating to any hotel property or any part thereof or any planned public improvements that may result in a special tax or assessment against any hotel property which is not of public record. 17.10 Each hotel property contains, (xvii) Except as of the Closing Date, not less than: 17.10.1 A sufficient amount of furniture, furnishings, color television sets, carpets, drapes, rugs, floor coverings, mattresses, pillows, bedspreads and the like, to furnish each guest room, so that each such guest room is, in fact, fully furnished in accordance with current Franchisor standards at the time of Seller's purchase; and 17.10.2 A sufficient amount of towels, washcloths and bed linens, together with a sufficient supply of paper goods, soaps, cleaning supplies and other such supplies and materials, as are reasonably adequate for set forth on the current operations of the Hotel in accordance with current Franchisor standards at the time of Seller's purchase. 17.11 The tax bills, Seller has not received written notice that of any Contract special governmental assessments or charges which have been levied against the Property, nor does Seller know of any pending or threatened special assessments affecting the Property. (xviii) There are no employees of Seller at the Property or otherwise, who, by reason of any Federal, State, County, municipal or other law, ordinance, order, requirement or regulation, or by reason of any union or other employment contract, written or otherwise, or any other reason whatsoever, would become employees of Purchaser as a result of the transactions contemplated by this Agreement. By the execution of this Agreement, Purchaser is neither expressly nor implicitly assuming any liability, obligation, cost or expense whatsoever with respect to any employment contract, employee benefit plan or arrangement, employment policy or practice, collective bargaining agreement, union contract, employment related claims whether based on statute, common law, tort or otherwise or any other liability relating in defaultany way to employees. (xix) Seller has not knowingly and or deliberately omitted any material documents or information in the Property Information and/or rent roll delivered by Seller or otherwise made available to Purchaser.

Warranties and Representations of Seller. Seller represents and warrants to and agrees with Buyer as follows: 17.1 (a) This Agreement and all other agreements, documents and instruments executed by Seller pursuant hereto are and will be valid and bindings obligations of Seller, enforceable in accordance with their terms, as well as the execution, delivery and performance of this Agreement, and such other agreements, documents and instruments as are necessary for the performance of the transactions contemplated hereunder, all subject to approval of the bankruptcy court. (b) Seller is a limited partnership duly organizedthe lawful owner of and has, validly existing and in good standing under the laws will transfer to Buyer at Closing, good, clear and marketable title to, all of the State Seller's Designated Assets, free and clear of Tennessee all liens; encumbrances, security interests or charges of every kind, nature and has qualified description; subject to do business approval of the bankruptcy court. (c) Aside from the stated bankruptcy proceedings, there is no suit, action or legal, administrative, arbitration, or other proceeding of any nature pending, or to the knowledge of Seller threatened, against Seller or its property which affects in any material respect the Seller's Business or Seller's Assets, or which might materially and is in good standing in each state where a hotel property is locatedadversely affect the legality or validity of this Agreement, or the transactions contemplated hereby, and has full power and authority there is not any factual basis known to carry on its current business and to ownSeller for any such suit, use and sell its assets and propertiesaction or proceeding. 17.2 (d) The Seller has full power and authority and all necessary approvals is currently involved in a labor group for collective bargaining purposes. Buyer shall not assume any union contracts nor shall be required to enter into this Agreement. The hire any of the Seller's current employees. (e) Following the anticipated approval of the bankruptcy court, the execution and delivery of this Agreement and the performance of the transactions contemplated hereby do not not, and will not, constitute a violation of, and are not, and will not violate any provision be, a default under or conflict with terms of any contract, lease, indenture, agreement, documentorder, judgment or instrument decree to which Seller is a party or by which Seller it is bound, except as otherwise noted in this Agreement. Seller has made no other agreements with bound or to which any other party with respect to the Purchased Assets which would adversely affect the transactions contemplated hereby. 17.3 There is as of the date hereof no litigationSeller Assets are subject, proceedingand do not, suit, action, controversy, or claim existing, pending, orand, to the best of Seller's knowledgeknowledge will not, threatened against violate or constitute a default under any statute, rule, regulation, order or ordinance of any governmental, judicial or arbitral body. (f) The Seller which might materiallyAssets described herein, adversely affect the transfer of the Purchased Assets to Buyer. At Closing, Seller will have complied with all laws, regulations, and ordinances applicable to the transfer of the Purchased Assets. There are at between the date hereof and at the Closing, shall not be leased, pledged, encumbered or disposed of by Seller without the prior written consent of Buyer. (g) Seller has and will until the Closing there have complied in all material respects with all applicable laws, rules and regulations relating to the employment of labor, including those relating to wages, hours, collective bargaining, and discrimination, and will pay or provide for all Social Security and other taxes. (h) All federal, state and local or municipal taxes attributable to the Seller's Business and/or the ownership, use or possession of the Seller Assets, have been fully paid or will be no judgments existing, whether or not fully paid by Seller. Seller has timely filed, against Seller or Seller's Tenant which might affect the Purchased Assets, except as herein set forth. 17.4 Seller has received no written notices of any violations of any laws, ordinances, regulations, rules or orders issued by any federal, state, or local governmental authority adversely affecting the Premises, except as noted in this Agreement. 17.5 To Seller's knowledge, there are no options to purchase, rights of first refusal or other similar agreements with respect to the Premises which give anyone the right to purchase the Premises or any part thereof. Neither Seller nor to the knowledge of Seller, Seller's Tenant is a party to any contracts, leases, or agreements, written or oral, including without limitation sales representation contracts, purchase contracts or restrictive agreements which prohibit the consummation of this Agreement, except as reflected in the preliminary title report and Schedule C attached hereto. 17.6 There are as of the date hereof no taxes outstanding against the Purchased Assets, other than those for which adjustment in the Purchase Price are caused to be made. For purposes of this paragraphtimely filed and will in a timely fashion following Closing files, taxes shall include any and with appropriate governmental agencies all business-related taxes, including, but not limited to, sales tax, employee income tax and F.I.C.A. withholding, employment taxes, and business or license fees. 17.7 Seller is not a foreign entity, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax regulations). 17.8 To Seller's knowledge, Seller has filed all federal, estate, county and local tax returns required to be filed by Seller with such agencies and has paid all taxes, interest assessments, fees and penalties that other governmental charges shown to be due thereon have become due and payable by Seller. To Seller's knowledgebeen paid, there is no tax deficiency or penalty owing with respect to Sellerwill be paid in the case of filing after Closing. 17.9 The Seller has no knowledge of, nor has it received any written notice of, any special taxes or assessments relating to any hotel property or any part thereof or any planned public improvements that may result in a special tax or assessment against any hotel property which is not of public record. 17.10 Each hotel property contains, as (i) That this requires the approval of the Closing Date, not less than: 17.10.1 A sufficient amount of furniture, furnishings, color television sets, carpets, drapes, rugs, floor coverings, mattresses, pillows, bedspreads and the like, to furnish each guest room, so that each such guest room is, in fact, fully furnished in accordance with current Franchisor standards at the time of Seller's purchase; and 17.10.2 A sufficient amount of towels, washcloths and bed linens, together with a sufficient supply of paper goods, soaps, cleaning supplies and other such supplies and materials, as are reasonably adequate United States Bankruptcy Court for the current operations Northern District of the Hotel in accordance with current Franchisor standards at the time of Seller's purchaseIowa. 17.11 The Seller has not received written notice that any Contract is in default.

Warranties and Representations of Seller. The warranties in this Article 3 shall survive the Closing for the period of the applicable statute of limitations on written contracts. The Seller warrants and represents to Buyer, its successors and warrants to Buyer assigns as follows: 17.1 3.1 Seller is a limited partnership corporation, duly organized, validly existing and in good standing under the laws of the State of Tennessee and has qualified to do business and is in good standing in each state where a hotel property is locatedDelaware, and has full the corporate power and authority holds all rights, privileges, franchises, immunities, licenses, permits, authorizations and approvals (governmental or otherwise) necessary to own and operate its properties and to carry on and conduct its current business and to own, use and sell its assets and propertiesbusiness. 17.2 3.2 The Seller has full right and power and authority and all necessary approvals to enter into into, and perform its obligations under, this Agreement. The execution ; has taken all requisite corporate action to authorize the execution, delivery and delivery performance of this Agreement and the consummation of the sale and purchase of the Assets described in Section 1.1 and the other transactions contemplated hereby do not by this Agreement; and this Agreement has been duly authorized, executed and delivered by the Seller and is binding upon, and enforceable against, the Seller in accordance with its terms. 3.3 Seller has and will not violate have at the Closing good and marketable title to all of the Assets covered by this Agreement, free and clear of all claims, liens and encumbrances. 3.4 There is no product warranty or liability claim, no litigation at law or in equity, no arbitration proceeding, and no proceeding or investigation before or by any provision commission, agency or other administrative or regulatory body or authority, pending or, to the knowledge of any agreementthe Seller, documentthreatened against or affecting Seller, or instrument to which Seller is a party or by which Seller is boundthe Willow Lake Products, except as otherwise noted in this Agreement. Seller has made no other agreements with any other party with respect to the Purchased Assets which would impair or adversely affect the transactions Assets, or prohibit the sale of the rights, properties or Assets contemplated herebyby this Agreement. 17.3 There is 3.5 Schedule A contains a true, accurate and complete schedule setting forth all trademarks, trade names, and copyrights, other intellectual property and all related registrations, rights, privileges, franchises and immunities and all applications pending or to be filed therefor, related to the Willow Lake Products. Except as disclosed in Schedule A, no licenses, sublicenses, covenants, agreements or other arrangements have been granted or entered into by Seller in respect of any of such trademarks and copyrights, rights, privileges, franchises, immunities or applications pending or to be filed therefor. 3.6 Schedule B and C contain a true, accurate and complete schedule setting forth the date hereof no litigation, proceeding, suit, action, controversy, costs and sales data reflected therein. 3.7 No claims or claim existing, pending, or, lawsuits have been asserted within the last three years by any third party alleging that Seller does not have the right to use the "Willow Lake" mark in its present business. To the best of Seller's knowledge, threatened against Seller which might materially, adversely affect the transfer the▇▇ ▇re no infringements by third parties of the Purchased Assets "Willow Lake" mark, material to Buyer. At Closing, Seller will have complied with all laws, regulations, and ordinances applicable to the transfer of the Purchased Assets. There are at the date hereof and at Closing there will be no judgments existing, whether or not filed, against Seller or Seller's Tenant which might present business. 3.8 No contra▇▇ ▇ights of any third party shall affect the Purchased AssetsBuyer with regard to any Assets conveyed herein, except as herein set forthforth on Schedule D annexed hereto. 17.4 Seller has received no written notices 3.9 Neither this Agreement nor the sale and purchase of the Assets or any violations of other transaction contemplated by this Agreement was induced or procured through any lawsperson, ordinancesfirm, regulations, rules corporation or orders issued by any federal, stateother entity acting on behalf of, or local governmental authority adversely affecting representing the PremisesSeller as a broker, except as noted finder, investment banker, financial advisor or acting in this Agreementany similar capacity. 17.5 To Seller's knowledge, there are no options to purchase, rights of first refusal or other similar agreements 3.10 Schedule E reflects the promotional schedule and costs committed by Seller with respect to the Premises which give anyone the right to purchase the Premises or any part thereof. Neither Seller nor to the knowledge of Seller, Seller's Tenant is a party to any contracts, leases, or agreements, written or oral, including without limitation sales representation contracts, purchase contracts or restrictive agreements which prohibit the consummation of this Agreement, except as reflected in the preliminary title report and Schedule C attached hereto. 17.6 There are Willow Lake Products as of the date hereof no taxes outstanding against of Closing. Seller agrees that it will pay the Purchased Assets, other than cost of all such promotions scheduled for November as outlined on Schedule E. Seller also agrees to pay for those promotions scheduled for which adjustment in December totaling $78,000.00 as outlined on Schedule E and the Purchase Price are balance of all such promotional costs shall be Buyer's responsibility.. If Seller has failed to be made. For purposes of this paragraph, taxes shall include any and all business-related taxes, including, but not limited to, sales tax, employee income tax and F.I.C.A. withholding, employment taxes, and business or license fees. 17.7 Seller is not list on Schedule E a foreign entity, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax regulations). 17.8 To promotion that was scheduled by Seller's knowledge, Seller has filed all federal, estate, county and local tax returns required shall pay the cost of that promotion. Buyer retains the right to be filed by Seller and has paid all taxes, interest and penalties that have become due and payable by Seller. To Seller's knowledge, there is no tax deficiency or penalty owing with respect to Seller. 17.9 The Seller has no knowledge of, nor has it received cancel any written notice of, any special taxes or assessments relating to any hotel property or any part thereof or any planned public improvements that may result in a special tax or assessment against any hotel property which is not of public record. 17.10 Each hotel property contains, as of the Closing Date, not less than: 17.10.1 A sufficient amount promotions listed on Schedule E after the date of furniture, furnishings, color television sets, carpets, drapes, rugs, floor coverings, mattresses, pillows, bedspreads and the like, to furnish each guest room, so that each such guest room is, in fact, fully furnished in accordance with current Franchisor standards at the time of Seller's purchase; and 17.10.2 A sufficient amount of towels, washcloths and bed linens, together with a sufficient supply of paper goods, soaps, cleaning supplies and other such supplies and materials, as are reasonably adequate for the current operations of the Hotel in accordance with current Franchisor standards at the time of Seller's purchaseClosing. 17.11 The Seller has not received written notice that any Contract is in default.

Warranties and Representations of Seller. Seller hereby represents and warrants to Buyer the following, with all such references to “Seller’s knowledge” meaning to the actual knowledge of Seller without duty of inquiry or investigation, it being expressly understood and agreed that all such representations and warranties are to be true and correct as followsof the Close of Escrow, and all of which shall survive the Close of Escrow for twelve (12) months: 17.1 (a) Seller is the sole owner of the Property, free and clear of all liens, claims, encumbrances, easements, encroachments on the Property from adjacent properties, encroachments by improvements on the Property onto adjacent property, or rights of way of any nature, other than those that may appear on the Title Report. The Property is free of hazardous materials or environmental contamination, and is suitable for residential development. (b) Seller shall not further transfer or encumber the Property or allow the Property to be further encumbered prior to the Close of Escrow. (c) To Seller’s knowledge, there is no pending litigation or threatened litigation, which does or may adversely affect the Property. (d) Neither this Agreement nor anything provided to be done hereunder including the transfer of title to the Property to Buyer, violates or shall violate, any contract, instrument, partnership agreement, trust agreement, or any other agreement to which Seller is a limited partnership duly organizedparty, validly existing or which affects the Property or any part thereof, and in good standing under the laws sale of the State Property herein contemplated does not require the consent of Tennessee and has qualified to do business and is in good standing in each state where any party not a hotel property is located, and has full power and authority to carry on its current business and to own, use and sell its assets and propertiessignatory hereto. 17.2 (e) Seller has full power and authority and all necessary approvals to enter into this Agreement. The execution and delivery is not in default of this Agreement and the transactions contemplated hereby do not and will not violate its obligations under any provision of any agreementcontract, document, agreement or instrument to which Seller is a party or by which Seller is bound, except as otherwise noted in this Agreement. Seller has made no other agreements with any other party with respect to the Purchased Assets which would adversely affect the transactions contemplated herebyvalue of the Property or Seller’s ability to perform its obligations hereunder. 17.3 (f) To Seller’s knowledge, there are no mechanics’, materialmen’s or similar claims or liens presently claimed against the Property for work performed or commenced prior to the date of this Agreement. (g) There is as are no written or oral leases or contractual rights or options to lease, purchase, or otherwise enjoy possession, or any other rights or interests of any nature in and to the Property or any part thereof, and no persons have any right of possession to the Property or any part thereof. (h) As of the date hereof no litigationEffective Date, proceeding, suit, action, controversy, or claim existing, pending, or, to the best of Seller's knowledge, threatened against Seller which might materially, adversely affect the transfer of the Purchased Assets to Buyer. At Closing, Seller will have complied with all laws, regulations, and ordinances applicable to the transfer of the Purchased Assets. There are at the date hereof and at Closing there will be no judgments existing, whether or not filed, against Seller or Seller's Tenant which might affect the Purchased Assets, except as herein set forth. 17.4 (i) Seller has received no written notices notice from any Authorities that there is Contamination of Hazardous Materials on, in or under the Land in violation of any violations applicable Environmental Laws relating thereto, (ii) Seller has received no written notice from any Authorities that it has generated, produced, used, reused, sold, stored, transported or disposed of Hazardous Materials on, in or under the Land in violation of any lawsapplicable Environmental Laws relating thereto. “Contamination” means the presence of Hazardous Materials at, ordinanceson, regulations, rules under or orders issued by about the Property or arising from the Property that may require remediation or cleanup under any federal, state, or local governmental authority adversely affecting the Premises, except as noted in this Agreement. 17.5 applicable law. To Seller's knowledge, there are no options to purchase, rights of first refusal or other similar agreements with respect to the Premises which give anyone the right to purchase the Premises or any part thereof. Neither Seller nor to the knowledge of Seller, copies of any environmental reports that may have been or that are delivered by Seller to Buyer, are complete copies of the reports obtained by Seller's Tenant is a party to , and Seller has no other environmental reports, tests or audits in its possession or under its control, and Seller has no knowledge of any contractsother environmental reports, leasestests or audits regarding any portion of the Property existing elsewhere. As used herein, the term “Hazardous Materials” means any pollutants, contaminants, hazardous or agreementstoxic substances, written materials or oral, wastes (including without limitation sales representation contractspetroleum, purchase contracts petroleum by products, radon, asbestos and asbestos containing materials, polychlorinated biphenyls, PCB containing equipment, radioactive elements, infectious agents, and urea formaldehyde), as such terms are used in or restrictive agreements regulated by any Environmental Laws (excluding solvents, cleaning fluids and other lawful substances used in the ordinary operation and maintenance of the Property, to the extent in closed containers); as used herein the term “Environmental Laws” means all Federal, state and local environmental laws, rules, statutes, directives, binding written interpretations, binding written policies, ordinances and regulations issued by any governmental entity or Authority and in effect as of the date of this Agreement with respect to or which prohibit otherwise pertain to or affect the consummation Property, or any portion thereof, the use, ownership, occupancy or operation of the Property, or any portion thereof, or any owner of the Property, and as the same have been amended, modified or supplemented from time to time prior to the date of this Agreement, except as reflected in including but not limited to the preliminary title report Comprehensive Environmental Response, Compensation and Schedule C attached heretoLiability Act of 1980 (42 U.S.C. § 9601 et seq. 17.6 There are as ), the Hazardous Substances Transportation Act (49 U.S.C. § 1802 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and Community Right to Know Act of 1986 (42 U.S.C. § 11001 et seq.), the date hereof no taxes outstanding against Radon and Indoor Air Quality Research Act (42 U.S.C. § 7401 note, et seq.), the Purchased AssetsSuperfund Amendment Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), other than those for which adjustment in the Purchase Price are to be made. For purposes of this paragraphcomparable state and local laws, taxes shall include and any and all business-related taxes, including, but not limited to, sales tax, employee income tax rules and F.I.C.A. withholding, employment taxes, and business or license fees. 17.7 Seller is not a foreign entity, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax regulations). 17.8 To Seller's knowledge, Seller has filed all federal, estate, county and local tax returns required to be filed by Seller and has paid all taxes, interest and penalties that regulations which have become due effective prior to the date of this Agreement under any and payable by Seller. To Seller's knowledge, there is no tax deficiency or penalty owing with respect to Seller. 17.9 The Seller has no knowledge of, nor has it received any written notice of, any special taxes or assessments relating to any hotel property or any part thereof or any planned public improvements that may result in a special tax or assessment against any hotel property which is not of public record. 17.10 Each hotel property contains, as all of the Closing Date, not less than: 17.10.1 A sufficient amount of furniture, furnishings, color television sets, carpets, drapes, rugs, floor coverings, mattresses, pillows, bedspreads and the like, to furnish each guest room, so that each such guest room is, in fact, fully furnished in accordance with current Franchisor standards at the time of Seller's purchase; and 17.10.2 A sufficient amount of towels, washcloths and bed linens, together with a sufficient supply of paper goods, soaps, cleaning supplies and other such supplies and materials, as are reasonably adequate for the current operations of the Hotel in accordance with current Franchisor standards at the time of Seller's purchaseaforementioned laws. 17.11 The Seller has not received written notice that any Contract is in default.