AT END OF TERM.
IF MANAGER GIVES NOTICE
OF ITS ELECTION NOT TO EXTEND THE TERM, OR THE PR TENANT GIVES NOTICE OF ITS
ELECTION NOT TO EXTEND THE TERM OF THE PR LEASE, OR MANAGER SHALL HAVE NO
FURTHER RIGHT TO EXTEND THE TERM, THEN AT ANY TIME DURING THE LAST TWO YEARS OF
THE TERM, OWNER MAY TERMINATE THIS AGREEMENT ON NOT LESS THAN THIRTY (30) DAYS'
PRIOR WRITTEN NOTICE.
ARTICLE 4
TITLE TO HOTEL
4.1
COVENANTS OF TITLE.
DURING THE TERM, PROVIDED NO MANAGER DEFAULT
EXISTS, MANAGER SHALL HAVE THE RIGHT PEACEABLY AND QUIETLY TO OPERATE THE HOTELS
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, FREE FROM INTERFERENCE,
DISTURBANCE AND EVICTION BY OWNER OR PURCHASER OR BY ANY OTHER PERSON OR PERSONS
CLAIMING BY, THROUGH OR UNDER OWNER OR PURCHASER, SUBJECT ONLY TO TERMINATION OF
THIS AGREEMENT AS HEREIN PROVIDED.
EXCEPT AS MAY OTHERWISE BE PROVIDED HEREIN,
OWNER, AT OWNER'S OWN EXPENSE (AND NOT AS AN OPERATING COST), SHALL PROSECUTE
ALL APPROPRIATE ACTIONS, JUDICIAL OR OTHERWISE, REQUIRED TO ASSURE SUCH QUIET
AND PEACEABLE OPERATION BY MANAGER AND SHALL PAY AND DISCHARGE ANY RENTAL
OBLIGATIONS UNDER THE LEASE.
WITHOUT MANAGER'S WRITTEN CONSENT, WHICH CONSENT
SHALL NOT BE UNREASONABLY WITHHELD, OWNER SHALL NOT DURING THE TERM ENTER INTO
AN AGREEMENT, COVENANT OR ENCUMBRANCE AFFECTING TITLE TO THE HOTELS EXCEPT IN
CONNECTION WITH AUTHORIZED MORTGAGES AND SALES OR TRANSFERS OF THE HOTELS NOT
PROHIBITED HEREBY.
FURTHER, DURING THE TERM, OWNER SHALL NOT CONVERT ANY HOTEL
TO A CONDOMINIUM FORM OF OWNERSHIP.
4.2
NON-DISTURBANCE.
PURCHASER AND MANAGER AGREE THAT IN THE EVENT
THE LEASE TERMINATES PRIOR TO EXPIRATION OR EARLIER TERMINATION OF THE TERM, SO
LONG AS (I) THERE EXISTS NO UNCURED MANAGER EVENT OF DEFAULT AND (II) OWNER IS
NOT OTHERWISE ENTITLED TO TERMINATE THIS AGREEMENT: (A) MANAGER SHALL NOT BE
DISTURBED IN ITS RIGHTS UNDER THIS AGREEMENT BY PURCHASER; (B) PURCHASER SHALL
ASSUME THE OBLIGATIONS OF OWNER UNDER THIS AGREEMENT; AND (C) MANAGER SHALL
ATTORN TO PURCHASER AND RECOGNIZE PURCHASER AS THE "OWNER" UNDER THIS
AGREEMENT.
PURCHASER SHALL HAVE THE RIGHT TO ASSIGN ALL OF ITS RIGHT, TITLE AND
INTEREST IN, TO AND UNDER THIS AGREEMENT TO A NEW TENANT (A
34
"SUBSTITUTE TENANT") TO WHICH PURCHASER SHALL LEASE THE HOTELS (PURSUANT TO A
LEASE WHICH IMPOSES NO GREATER RISKS, OBLIGATIONS, DUTIES OR LIABILITY ON
MANAGER THAN THE LEASE (ASSUMING THE SAME HAD NOT BEEN TERMINATED) AND FOR A
TERM EQUAL TO THE UNEXPIRED TERM OF THIS AGREEMENT) WHICH SUBSTITUTE TENANT
SHALL EXPRESSLY ASSUME ALL OF THE OWNER'S OBLIGATIONS UNDER THIS AGREEMENT.
UPON SUCH ASSIGNMENT TO, AND ASSUMPTION BY, A SUBSTITUTE TENANT, PURCHASER SHALL
BE RELIEVED OF ALL FUTURE OBLIGATIONS ARISING UNDER THIS AGREEMENT (OTHER THAN
ANY EXPRESSLY IMPOSED ON PURCHASER PURSUANT TO SECTIONS 4.2 THROUGH AND
INCLUDING 4.7), MANAGER SHALL ATTORN TO THE SUBSTITUTE TENANT AND RECOGNIZE THE
SUBSTITUTE TENANT AS THE "OWNER" UNDER THIS AGREEMENT, AND THE TERM "LEASE" AS
USED IN THIS AGREEMENT SHALL BE DEEMED TO REFER TO SUCH LEASE BETWEEN PURCHASER
AND