OF
INSURANCE WITH RESPECT TO ALL POLICIES SO PROCURED BY IT AND, IN THE CASE OF
INSURANCE POLICIES ABOUT TO EXPIRE, SHALL DELIVER CERTIFICATES WITH RESPECT TO
THE RENEWAL THEREOF.
IN THE EVENT MANAGER SHALL FAIL TO EFFECT SUCH INSURANCE
AS HEREIN REQUIRED, TO PAY THE PREMIUMS THEREFOR, OR TO DELIVER, WITHIN FIFTEEN
(15) DAYS OF A REQUEST THEREFOR, SUCH CERTIFICATES, OWNER SHALL HAVE THE RIGHT,
BUT NOT THE OBLIGATION, TO ACQUIRE SUCH INSURANCE AND PAY THE PREMIUMS THEREFOR,
WHICH AMOUNTS SHALL BE PAYABLE TO OWNER, UPON DEMAND, AS AN OPERATING COST,
TOGETHER WITH INTEREST ACCRUED THEREON AT THE INTEREST RATE (WHICH INTEREST
SHALL NOT BE AN OPERATING COST, BUT SHALL BE PAID BY MANAGER) FROM THE DATE SUCH
PAYMENT IS MADE UNTIL (BUT EXCLUDING) THE DATE REPAID.
13.4
INSURANCE PROCEEDS.
ALL PROCEEDS PAYABLE BY
REASON OF ANY LOSS OR DAMAGE TO A HOTEL, OR ANY PORTION THEREOF (OTHER THAN THE
PROCEEDS OF ANY BUSINESS INTERRUPTION INSURANCE), SHALL BE PAID DIRECTLY TO
PURCHASER AS ITS INTEREST MAY APPEAR AND ALL LOSS ADJUSTMENTS WITH RESPECT TO
LOSSES PAYABLE TO MANAGER SHALL REQUIRE THE PRIOR WRITTEN CONSENT OF PURCHASER.
72
13.5
MANAGER'S INSURANCE PROGRAM.
(A)
MANAGER WILL OBTAIN QUOTATIONS FOR
INSURANCE ON AN ANNUAL BASIS AND PROVIDE, WHEN AVAILABLE, SUCH QUOTATIONS TO
OWNER FOR ITS APPROVAL OR REJECTION.
IF OWNER REJECTS SUCH QUOTATIONS, IT MAY
OBTAIN SUCH INSURANCE AND THEREAFTER OWNER SHALL MAINTAIN, AS AN OPERATING COST,
THE INSURANCE, THE QUOTATION FOR WHICH OWNER REJECTED.
(B)
OWNER ACKNOWLEDGES THAT IN THE EVENT THE
INSURANCE REQUIRED HEREUNDER IS PROVIDED THROUGH MANAGER'S INSURANCE PROGRAM, TO
THE EXTENT AVAILABLE, THE COSTS AND CHARGES THEREFOR WILL BE PAID AS AN
OPERATING COST WITHOUT REGARD TO WHETHER SUCH PAYMENT IS TO AN AFFILIATE OF
MANAGER AND WHETHER THAT AFFILIATE RECEIVES A PROFIT AS A RESULT THEREOF.
ARTICLE 14
INDEMNIFICATION AND WAIVER OF SUBROGATION
14.1
INDEMNIFICATION.
EACH OF THE PARTIES HERETO
SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER FOR, FROM AND AGAINST ANY
COST, LOSS, DAMAGE OR EXPENSE (INCLUDING, BUT NOT LIMITED TO, REASONABLE
ATTORNEYS' FEES AND ALL COURT COSTS AND OTHER EXPENSES OF LITIGATION, WHETHER OR
NOT TAXABLE UNDER LOCAL LAW) TO THE EXTENT CAUSED BY OR ARISING FROM: THE
FAILURE OF THE INDEMNIFYING PARTY TO DULY AND PUNCTUALLY PERFORM ANY OF ITS
OBLIGATIONS OWED TO THE OTHER; OR ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
THE INDEMNIFYING PARTY.
14.2
WAIVER OF SUBROGATION.
TO THE FULLEST EXTENT
PERMITTED BY LAW, EACH OF OWNER AND MANAGER HEREBY WAIVES ANY AND ALL RIGHTS OF
SUBROGATION AND RIGHT OF RECOVERY OR CAUSE OF ACTION, AND AGREES TO RELEASE THE
OTHER AND PURCHASER FROM LIABILITY FOR LOSS OR DAMAGE TO PROPERTY TO THE EXTENT
SUCH LOSS OR DAMAGE IS COVERED BY VALID AND COLLECTIBLE INSURANCE IN EFFECT AT
THE TIME OF SUCH LOSS OR DAMAGE OR WHICH WOULD HAVE BEEN COVERED IF THE
INSURANCE REQUIRED BY THIS AGREEMENT WERE BEING CARRIED (UNLESS THE SAME IS NOT
CARRIED DUE TO THE FAULT OF OWNER); PROVIDED, HOWEVER, THAT SUCH WAIVER SHALL