MADE UNTIL
(BUT EXCLUDING) THE DATE REPAID.
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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.
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 BE OF NO FORCE OR
EFFECT IF THE PARTY BENEFITING THEREFROM FAILS TO
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OBTAIN AND MAINTAIN THE INSURANCE REQUIRED TO BE OBTAINED AND MAINTAINED BY IT.
SUCH WAIVERS ARE IN ADDITION TO, AND NOT IN LIMITATION OR DEROGATION OF, ANY
OTHER WAIVER OR RELEASE CONTAINED IN THIS AGREEMENT.
WRITTEN NOTICE OF THE
TERMS OF THE ABOVE WAIVERS SHALL BE GIVEN TO THE INSURANCE CARRIERS OF OWNER AND
MANAGER, AND THE INSURANCE POLICIES SHALL BE PROPERLY ENDORSED, IF NECESSARY, TO
PREVENT THE INVALIDATION OF SAID POLICIES BY REASON OF SUCH WAIVERS.
14.3
SURVIVAL.
THE TERMS OF THIS ARTICLE 14 SHALL SURVIVE THE
EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
ARTICLE 15
DAMAGE TO AND DESTRUCTION OF THE HOTEL
15.1
TERMINATION.