Ownership of Hotel. A. Owner hereby represents that: (i) it has no reason to believe that title to the Site and the Hotel is other than as set forth in the title policy, a copy of which is attached as Exhibit "G" hereto; and (ii) that it has purchased title insurance with regard to such title, as described in said Exhibit "G". If, notwithstanding the foregoing, the title to the Site and/or the Hotel is other than as set forth in Exhibit "G", and, as a result, this Agreement is terminated prior to the tenth (10th) anniversary of the Opening Date, Owner shall (as of the date of such Termination) pay Management Company a termination fee equal to twice the amount of the Base Management Fees and Incentive Management Fees payable to Management Company with respect to the most recent full Fiscal Year. Owner hereby covenants that, throughout the Term of this Agreement, it will not change the status of title to the Site from that which is in existence as of the Effective Date (as described on Exhibit "G" hereto), except that Owner shall have the right either (i) to effectuate a Sale of the Hotel in accordance with Article XIX, or (ii) to encumber the Site and the Hotel with the following:
1. Mortgages which are given to secure any one or more Qualified Loans; 2. Liens for Impositions or other public charges not yet due or which are being contested in good faith; and
Ownership of Hotel. A. Owner hereby covenants that it holds good and marketable 1easehold title to the Site and that it will have, keep and maintain good and marketable leasehold title interest therein free and clear of any and all liens, encumbrances, or other charges except as follows:
1. The terms and conditions of the Ground Lease.
2. Easements or other encumbrances (other than those described in subsection 3 and 4 hereof) that do not adversely affect the operation of the Hotel by Management Company.
Ownership of Hotel. A. Owner hereby covenants that it has an option to acquire the Site pursuant to an agreement, a copy of which has been delivered to the Management Company, and that upon completion of the Hotel it will have, keep and maintain good and marketable fee title interest therein free and clear of any and all:
1. Easements or other encumbrances (other than those listed in subsections 2 and 3 hereof) except those which do not materially adversely affect the operation of the Hotel by the Management Company;
2. Mortgages, deeds of trust or similar security instruments except those which provide that this Agreement shall not be subject to forfeiture or termination other than in accordance with the provisions hereof, notwithstanding a default under such mortgage or deed of trust; and
3. Liens for taxes, assessments, levies or other public charges not yet due or which are being contested in good faith.
B. Management Company shall have no obligation to pay or discharge any installments of principal or interest due and payable upon any mortgage, deed of trust or like instrument described in this Section, nor shall any such payments be Deductions. Owner shall indemnify the Management Company from and against all claims, litigation and damages arising from Owner's failure to make such payments as and when required.
C. In the event the mortgagee or mortgagees under any mortgage, deed of trust or like instrument described in this Section shall reasonably request that amendments be made in this Agreement, Management Company agrees to enter into such amendments provided that there shall be no adverse change whatsoever in any of Management Company's substantive rights, remedies or duties hereunder. Management Company further agrees that it will enter into an agreement with the holder of the First Mortgage pursuant to which Management Company's rights in and to this Agreement will be made subject and subordinate to the lien of the First Mortgage, provided that said holder of the First Mortgage simultaneously agrees that this Agreement shall not be forfeited or terminated other than in accordance with the terms hereof, notwithstanding a default under the First Mortgage or the exercise by said holder or any successor of any remedies with respect to such a default. END OF ARTICLE III
