A "RENEWAL TERM") OF TWELVE (12) YEARS
AND SIX (6) MONTHS EACH ON NOT LESS THAN TWO (2) YEARS' PRIOR NOTICE TO OWNER.
IN THE EVENT MANAGER FAILS TO GIVE NOTICE OF ITS ELECTION NOT TO EXERCISE EITHER
OF ITS OPTIONS 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.
34
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 "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