Common use of Occupancy Agreements Clause in Contracts

Occupancy Agreements. To Crow's knowledge, there are no leases, -------------------- concessions or occupancy agreements in effect with respect to the Real Property other than the Occupancy Agreements. To Crow's knowledge, except as specifically provided in the Occupancy Agreements, no tenant or concessionaire is entitled to any rebates, allowances, free rent or rent abatement (other than in connection with a casualty to the Improvements) for any period after the Closing of the transaction contemplated hereby. To Crow's knowledge, Crow has received no notice of any intention by any of the parties to any of the Occupancy Agreements to cancel the same, nor has Crow canceled any of same. To Crow's knowledge, to the extent that any of the Occupancy Agreements call for security, such security remains on deposit with Crow or its agent, and has not been applied towards any payment due under said Occupancy Agreements. To Crow's knowledge, Crow has not received any advance rent or advance compensation under any of said Occupancy Agreements in excess of one month. To Crow's knowledge and except as set forth on Schedule 3.18, no brokerage commissions or ------------- compensation of any kind shall be due in connection with the Occupancy Agreements, or in connection with the rents or revenues to be derived therefrom. To Crow's knowledge and except as set forth on Schedule 3.18, no party is in ------------- default under any Occupancy Agreement and the consummation of the transaction contemplated hereby will not constitute a default under any such Occupancy Agreements. To Crow's knowledge and except as set forth on Schedule 3.18, Crow ------------- has performed all obligations required of it under all of the Occupancy Agreements and there remain no unfulfilled obligations of Crow under the Occupancy Agreements. To Crow's knowledge, no tenant has given notice to Crow of its intention to institute litigation with respect to any Occupancy Agreement.

Occupancy Agreements. To Crow's knowledge, there are no leases, -------------------- concessions or occupancy agreements in effect with respect to the Real Property Leasehold Estate other than the Occupancy Agreements. To Crow's knowledge, except as specifically provided in the Occupancy Agreements, no tenant or concessionaire is entitled to any rebates, allowances, free rent or rent abatement (other than in connection with a casualty to the Improvements) for any period after the Closing of the transaction contemplated hereby. To Crow's knowledge, Crow has received no notice of any intention by any of the parties to any of the Occupancy Agreements to cancel the same, nor has Crow canceled any of same. To Crow's knowledge, to the extent that any of the Occupancy Agreements call for security, such security remains on deposit with Crow or its agent, and has not been applied towards any payment due under said Occupancy Agreements. To Crow's knowledge, Crow has not received any advance rent or advance compensation under any of said Occupancy Agreements in excess of one month. To Crow's knowledge and except as set forth on Schedule 3.18, no brokerage commissions or ------------- compensation of any kind shall be due in connection with the Occupancy Agreements, or in connection with the rents or revenues to be derived therefrom. To Crow's knowledge and except as set forth on Schedule 3.18, no party is in ------------- default under any Occupancy Agreement and the consummation of the transaction contemplated hereby will not constitute a default under any such Occupancy Agreements. To Crow's knowledge and except as set forth on Schedule 3.18, Crow ------------- has performed all obligations required of it under all of the Occupancy Agreements and there remain no unfulfilled obligations of Crow under the Occupancy Agreements. To Crow's knowledge, no tenant has given notice to Crow of its intention to institute litigation with respect to any Occupancy Agreement.

Occupancy Agreements. To Crow's knowledge, there are no leases, -------------------- concessions or occupancy agreements in effect with respect to the Real Property other than the Occupancy Agreements. To Crow's knowledge, except as specifically provided in the Occupancy Agreements, no tenant or concessionaire is entitled to any rebates, allowances, free rent or rent abatement (other than in connection with a casualty to the Improvements) for any period after the Closing of the transaction contemplated hereby. To Crow's knowledge, Crow has received no notice of any intention by any of the parties to any of the Occupancy Agreements to cancel the same, nor has Crow canceled any of same. To Crow's knowledge, to the extent that any of the Occupancy Agreements call for security, such security remains on deposit with Crow or its agent, and has not been applied towards any payment due under said Occupancy Agreements. To Crow's knowledge, Crow has not received any advance rent or advance compensation under any of said Occupancy Agreements in excess of one month. To Crow's knowledge and except as set forth on Schedule 3.18, no brokerage commissions or ------------- compensation of any kind shall be ------------- due in connection with the Occupancy Agreements, or in connection with the rents or revenues to be derived therefrom. To Crow's knowledge and except as set forth on Schedule 3.18, no party is in ------------- default under any Occupancy Agreement and ------------- the consummation of the transaction contemplated hereby will not constitute a default under any such Occupancy Agreements. To Crow's knowledge and except as set forth on Schedule 3.18, Crow ------------- has performed all obligations required of it ------------- under all of the Occupancy Agreements and there remain no unfulfilled obligations of Crow under the Occupancy Agreements. To Crow's knowledge, no tenant has given notice to Crow of its intention to institute litigation with respect to any Occupancy Agreement.

Occupancy Agreements. To Crow's knowledge, there There are no leases, -------------------- concessions or occupancy agreements in effect with respect giving third parties the right to lease or occupy all or any part of the Real Property in effect other than the Occupancy Agreements, a true, correct and complete list of all Occupancy Agreements, including any amendments, is included on Schedule 3.12 attached hereto, true, correct and complete copies of which have been made available to Purchaser as Submission Matters, and agreements with respect to Hotel guests in the ordinary course of business. To Crow's Sellers’ knowledge, : (1) except as specifically provided in the Occupancy Agreements, no tenant or concessionaire is entitled to any rebates, allowances, free rent or rent abatement (other than in connection with a casualty to the Improvements) for any period after the Closing of the transaction contemplated hereby. To Crow's knowledge, Crow has Sellers have not received no written notice of any breach or default or of any intention by any of the parties to any of the Occupancy Agreements Agreement to cancel the same, nor has Crow have Sellers canceled any of same. To Crow's knowledge, ; (2) to the extent that any of the Occupancy Agreements call for security, such security remains on deposit with Crow or its agentSellers, and has not been applied towards any payment due under said Occupancy Agreements. To Crow's knowledge, Crow has ; (3) there are no commissions due and owing to any broker with respect to the current term of any of the Occupancy Agreements; (4) Sellers have not received any advance rent or advance compensation under any of said Occupancy Agreements in excess of one month. To Crow's knowledge and except as set forth on Schedule 3.18, no brokerage commissions or ------------- compensation of any kind shall be due in connection with the Occupancy Agreements, or in connection with the rents or revenues to be derived therefrom. To Crow's knowledge and except as set forth on Schedule 3.18, ; (5) no party is in ------------- default under any Occupancy Agreement and the consummation of the transaction contemplated hereby will not constitute a default under in any such Occupancy Agreements. To Crow's knowledge and except as set forth on Schedule 3.18, Crow ------------- has material respect; (6) Sellers have performed in all material respects all obligations required of it under all of the Occupancy Agreements and there remain no unfulfilled material obligations of Crow Sellers under the any Occupancy Agreements. To Crow's knowledge, Agreement; and (7) no tenant has given written notice to Crow Sellers of its intention to institute litigation with respect to any Occupancy Agreement.

Occupancy Agreements. To Crow's Seller’s knowledge, there are no leases, -------------------- licenses, concessions or other occupancy agreements in effect with respect to the Real Property other than (i) Occupancy Agreements originated or being administered by Hotel Manager and (ii) Occupancy Agreements delivered to Purchaser as Submission Matters. The copies of the Occupancy AgreementsAgreements delivered to Purchaser as Submission Matters are true, correct and complete in all respects. To Crow's knowledge, except Except as specifically provided in the Occupancy Agreements, no tenant tenant, licensee, concessionaire or concessionaire other occupant is entitled to any rebates, allowances, free rent or rent abatement (other than in connection with a casualty to the Improvements) for any period after the Closing of the transaction contemplated hereby. To Crow's knowledge, Crow Seller has not received no any written notice of cancellation of any intention by any of the parties to any of the Occupancy Agreements to cancel the sameAgreement, nor has Crow Seller canceled any of same. To Crow's knowledge, to the extent that any of the Occupancy Agreements call for security, such security remains on deposit with Crow or its agent, and has not been applied towards any payment due under said Occupancy Agreements. To Crow's knowledge, Crow Seller has not received any advance rent or advance compensation under any of said Occupancy Agreements in excess of one month. To Crow's knowledge and except as set forth on Schedule 3.18, no brokerage commissions or ------------- compensation of any kind shall be due in connection with the Occupancy Agreements, or in connection with the rents or revenues to be derived therefrom. To Crow's knowledge and except as set forth on Schedule 3.18Seller’s knowledge, no party is in ------------- default under any Occupancy Agreement and the consummation of the transaction contemplated hereby will not constitute a default under any such Occupancy AgreementsAgreement. To Crow's knowledge and except as set forth on Schedule 3.18, Crow ------------- Seller has performed in all material respects all obligations required of it under all of the Occupancy Agreements and there remain no unfulfilled obligations of Crow under the Occupancy Agreements. To Crow's knowledgeNo tenant, no tenant licensee, concessionaire or other occupant has given written notice to Crow Seller that Seller is in default under any Occupancy Agreement or of its intention to cancel or institute litigation with respect to any Occupancy Agreement. Seller has not given any written notice to any tenant, licensee, concessionaire or other occupant under any Occupancy Agreement that such tenant, licensee, concessionaire or other occupant is in default of any obligation under such Occupancy Agreement which default has not been cured. There is no money or other security deposit with Seller by any tenant, licensee, concessionaire or other occupant under any Occupancy Agreement to secure performance of tenants’ obligations thereunder, other than security deposits that Purchaser is aware of and which are being administered by Purchaser in its capacity as Hotel Manager.

Occupancy Agreements. To Crow's knowledge, there (a) There are no leases, -------------------- concessions or occupancy agreements in effect with respect to the Real Property other than the Occupancy Agreements. Agreements made available for inspection by Purchaser as Submission Matters. (b) To Crow's knowledge, except the knowledge of Wyndham or Owners: Except as specifically provided in the Occupancy Agreements, no tenant or concessionaire or any other party to such Occupancy Agreement is entitled to any rebates, allowances, free rent or rent abatement (other than in connection with a casualty to the Improvements) for any period after the Closing of the transaction contemplated hereby, and no rent has been prepaid thereunder for any period longer than one month in advance (other than as security for the first or last month’s rent). To Crow's knowledge, Crow has No Transferor Parties have received no written notice of any intention by any of the parties to any of the material Occupancy Agreements Agreement to cancel the same, same nor has Crow any Transferor Parties canceled any of same. To Crow's knowledge, to the extent that any of the material Occupancy Agreements call calls for security, such security remains on deposit with Crow Owner or its agentOperating Lessee, and has not been applied towards any payment due under said material Occupancy Agreements. To Crow's knowledgeThe Transferor Parties are not, Crow has not received any advance rent or advance compensation and, to the knowledge of Wyndham and Owners, no other party is in material default under any of said Occupancy Agreements in excess of one month. To Crow's knowledge and except as set forth on Schedule 3.18, no brokerage commissions or ------------- compensation of any kind shall be due in connection with the Occupancy Agreements, or in connection with the rents or revenues to be derived therefrom. To Crow's knowledge and except as set forth on Schedule 3.18, no party is in ------------- default under any Occupancy Agreement and the consummation of the transaction contemplated hereby will not constitute a default under any such material Occupancy Agreements. To Crow's knowledge and except as set forth on Schedule 3.18, Crow ------------- has Owner or Operating Lessee have performed in all material respects all obligations required of it under all of the material Occupancy Agreements and there remain no material unfulfilled obligations of Crow Owner or Operating Lessee under the any material Occupancy Agreements. To Crow's knowledge, no No tenant has given written notice to Crow Transferor Parties of its intention to institute litigation or otherwise assert a claim or offset with respect to any material Occupancy Agreements. (For purposes of this Agreement, (i) an Occupancy Agreement shall be deemed “material” only (a) if it is material to the business of a Hotel or (b) the failure to perform thereunder would reasonably be expected to have a Material Adverse Effect as to a Hotel, and (ii) a monetary default under an Occupancy Agreement shall be deemed material only if it is more than thirty (30) days past due.)