TO EXTEND THE TERM ON OR BEFORE THE DATE WHICH IS THE DAY PRIOR
TO THE DATE THAT IS TWO (2) YEARS PRIOR TO THE THEN EXPIRATION DATE, MANAGER
SHALL BE DEEMED TO HAVE EXERCISED THE APPLICABLE EXTENSION OPTION. THE TERMS AND
PROVISIONS OF THIS AGREEMENT WILL REMAIN IN EFFECT AS STATED HEREIN DURING ANY
RENEWAL TERM EXCEPT THAT MANAGER SHALL HAVE NO RIGHT TO EXTEND THE TERM BEYOND
THE RENEWAL TERMS HEREIN PROVIDED.
3.3
OWNER'S TERMINATION RIGHT AT END OF TERM. IF MANAGER, GIVES NOTICE
OF ITS ELECTION NOT TO EXTEND OR IF MANAGER SHALL HAVE NO FURTHER RIGHT TO
EXTEND THE TERM, 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 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.
16
4.2
NON-DISTURBANCE. PURCHASER AGREES 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 "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