Common use of Ownership of the Hotel Clause in Contracts

Ownership of the Hotel. A. Owner hereby covenants that (i) Owner holds leasehold title to the Site pursuant to the Hotel Lease; (ii) Landlord holds good and marketable fee title to the Site; and (iii) Landlord will have, keep, and maintain good and marketable fee title to the Hotel free and clear of any and all liens, encumbrances or other charges, except as follows: 1. easements or other encumbrances (other than those described in this Section 8.01 below) that do not adversely affect the operation of the Hotel by Manager and that are not prohibited pursuant to Section 8.04 of this Agreement, including, without limitation, (i) any encumbrances or other defects of title subject to which title was conveyed to Landlord, or (ii) liens, encumbrances or other charges resulting from Manager’s acts that are the fault of Manager pursuant to Section 8.05. 2. Qualified Mortgages; or 3. liens for taxes, assessments, levies or other public charges not yet due or due but not yet payable. B. Owner (and its Affiliates) shall pay and discharge, or cause to be paid and discharged, on or before the due date, any and all (i) payments due under any Mortgage with respect to the Hotel; and (ii) any rent due under the Hotel Lease. Owner shall indemnify, defend, and hold Manager harmless from and against all claims, Litigation and damages arising from the failure to make any such payments as and when required; and this obligation of Owner shall survive Termination. Manager shall have no responsibility for payment of debt service or rent due with respect to the Hotel, from Gross Revenues or otherwise, and such responsibility shall be solely that of Owner (and its Affiliates). C. Owner covenants that Manager shall quietly hold, occupy and enjoy the Hotel in accordance with the terms of this Agreement throughout the Term hereof free from hindrance, ejection or molestation by Owner or any other party claiming under, through or by right of Owner. Owner agrees to pay and discharge any payments and charges and, at its expense, to prosecute all appropriate actions, judicial or otherwise, necessary to assure such free and quiet occupation.

Ownership of the Hotel. A. Owner hereby covenants that (i) Owner holds leasehold title to the Site pursuant to the Hotel Lease; (ii) Landlord it holds good and marketable fee title to the Site; , subject to the exceptions set forth on the title policy attached as Exhibit E hereto, and (iii) Landlord that, during the Term, it will have, keep, have and maintain good and marketable fee title to the Hotel Site free and clear of any and all liens, encumbrances or other charges, except as follows: 1. easements or other encumbrances (other than those described in this Section 8.01 below8.01.A.2 and Section 8.01.A.3 hereof) that (a) do not adversely affect the operation of the Hotel by Manager and that are not prohibited pursuant to Section 8.04 of this Agreement, including, without limitation, (i) any encumbrances or other defects of title subject to which title was conveyed to Landlord, Agreement or (iib) liens, encumbrances or other charges resulting from Manager’s acts that are those listed in the fault of Manager pursuant to Section 8.05.title policy attached as Exhibit E hereto; 2. Qualified Mortgages; or 3. liens for taxes, assessments, levies or other public charges not yet due or due but not yet payable. B. Owner (and its Affiliates) shall pay and discharge, or cause to be paid and discharged, on or before the due date, any and all (i) payments due under any Mortgage that Owner has entered into with respect to the Hotel; and (ii) any rent due under the Hotel Lease. Owner shall indemnify, defend, and hold Manager harmless from and against all claims, Litigation litigation and damages arising from the failure to make any such payments as and when required; and this obligation of Owner shall survive Termination. Manager shall have no responsibility for payment of debt service or rent due with respect to the Hotel, from Gross Revenues or otherwise, and such responsibility shall be solely that of Owner (and its Affiliates)Owner. C. Owner covenants that Manager shall quietly hold, occupy and enjoy the Hotel in accordance with the terms of this Agreement throughout the Term hereof free from hindrance, ejection or molestation by Owner or any other party claiming under, through or by right of Owner. Owner agrees to pay and discharge any payments and charges and, at its expense, to prosecute all appropriate actions, judicial or otherwise, necessary to assure such free and quiet occupation.

Ownership of the Hotel. A. Owner hereby covenants that (i) Owner it holds good and marketable leasehold title to the Site pursuant to and that, upon completion of the Hotel Lease; (ii) Landlord holds good and marketable fee title to the Site; and (iii) Landlord Hotel, it will have, keep, and maintain good and marketable fee leasehold title to the Hotel free and clear of any and all liens, encumbrances or other charges, except as follows: 1. easements or other encumbrances (other than those described in this Section 8.01 belowsubsections 8.01.2 and 8.01.3 hereof) that do not adversely affect the operation of the Hotel by Manager and that are not prohibited pursuant to Section 8.04 8.03 of this Agreement, including, without limitation, (i) any encumbrances or other defects of title subject to which title was conveyed to Landlord, or (ii) liens, encumbrances or other charges resulting from Manager’s acts that are the fault of Manager pursuant to Section 8.05.; 2. Qualified Mortgages; orSecured Loans with respect to which a Non-Disturbance Agreement in favor of Manager has been executed and delivered; 3. Mortgages that are given to secure a Qualified Loan; and 4. liens for taxes, assessments, levies or other public charges not yet due or due but not yet payable. B. Owner (and its Affiliates) shall pay and discharge, or cause to be paid and discharged, on or before the due date, any and all (i) payments due under any Mortgage with respect to that encumber the Hotel; and (ii) any rent due under the Hotel Lease. Owner shall indemnify, defend, and hold Manager harmless from and against all claims, Litigation and damages arising from the failure to make any such payments as and when required; and this obligation of Owner shall survive Termination. Manager shall have no responsibility for payment of debt service or rent due with respect to the Hotel, from Gross Revenues or otherwise, and such responsibility shall be solely that of Owner (and its Affiliates)Owner. C. Owner covenants that Manager shall quietly hold, occupy and enjoy the Hotel in accordance with the terms of this Agreement throughout the Term hereof free from hindrance, ejection or molestation by Owner or any other party claiming under, through or by right of Owner. Owner agrees to pay and discharge any payments and charges and, and at its expense, to prosecute all appropriate actions, judicial or otherwise, necessary to assure such free and quiet occupation.

Ownership of the Hotel. A. Owner hereby covenants that that: (i) Owner holds leasehold title to the Site pursuant to the Hotel Lease; (ii) Landlord holds good and marketable fee title to the Site; and (iii) Landlord will have, keep, and maintain good and marketable fee title to the Hotel free and clear of any and all liens, encumbrances or other charges, except as follows: 1. easements or other encumbrances (other than those described in this Section 8.01 below) that do not adversely affect the operation of the Hotel by Manager and that are not prohibited pursuant to Section 8.04 of this Agreement, including, without limitation, (i) any encumbrances or other defects of title subject to which title was conveyed to Landlord, or (ii) liens, encumbrances or other charges resulting from Manager’s acts that are the fault of Manager pursuant to Section 8.05.; 2. Qualified Mortgages; or 3. liens for taxes, assessments, levies or other public charges not yet due or due but not yet payable. B. Owner (and its Affiliates) shall pay and discharge, or cause to be paid and discharged, on or before the due date, any and all (i) payments due under any Mortgage with respect to the Hotel; and (ii) any rent due under the Hotel Lease. Owner shall indemnify, defend, and hold Manager harmless from and against all claims, Litigation and damages arising from the failure to make any such payments as and when required; and this obligation of Owner shall survive Termination. Manager shall have no responsibility for payment of debt service or rent due with respect to the Hotel, from Gross Revenues or otherwise, and such responsibility shall be solely that of Owner (and its Affiliates). C. Owner covenants that Manager shall quietly hold, occupy and enjoy the Hotel in accordance with the terms of this Agreement throughout the Term hereof free from hindrance, ejection or molestation by Owner or any other party claiming under, through or by right of Owner. Owner agrees to pay and discharge any payments and charges and, at its expense, to prosecute all appropriate actions, judicial or otherwise, necessary to assure such free and quiet occupation.

Ownership of the Hotel. 3.01 Ownership of the Hotel ---------------------- A. Owner hereby Landlord covenants that (i) Owner holds it has and will keep and maintain leasehold title to the Site pursuant to land underlying the Hotel Lease; (ii) Landlord holds good Hotel, and marketable fee simple title to the Site; hotel building and (iii) Landlord will haveother improvements thereon, keep, and maintain good and marketable fee title to the Hotel in each case free and clear of any and all liens, encumbrances encumbrances, or other charges, except as follows: 1. easements Easements or other encumbrances (other than those described in this Section 8.01 belowsubsections 2, 3, 4 and 5 hereof) that do not adversely affect the operation of the Hotel by Manager and that are not prohibited pursuant to Section 8.04 of this Agreement, including, without limitation, (i) any encumbrances or other defects of title subject to which title was conveyed to Landlord, or (ii) liens, encumbrances or other charges resulting from Manager’s acts that are the fault of Manager pursuant to Section 8.05.Tenant; 2. Qualified Mortgages; or, deeds of trust, or similar security instruments pursuant to the Loan Agreement (all as amended from time to time in accordance with their terms, provided that no such amendment that would have a material adverse effect on Tenant's rights or obligations hereunder shall be effective against Tenant without Tenant's prior written approval) and any Refinancings that contain a provision reasonably acceptable to Tenant's counsel that this Agreement will not be subject to forfeiture or Termination other than in accordance with the terms hereof, notwithstanding a default under such mortgage, deed of trust, or security instrument; 3. liens Liens for taxes, assessments, levies levies, or other public charges not yet due or due but not yet payablethat are being contested in good faith; and 4. The terms and conditions of the Ground Lease. B. Owner (and its Affiliates) Landlord shall pay and discharge, at or cause prior to be paid and discharged, on or before the due date, (i) any and all (i) payments installments of principal and interest due under and payable upon any Mortgage with respect to the Hotel; mortgage, deed of trust, or like instrument described in this Section and (ii) any rent due under the Hotel Lease. Owner shall indemnify, defend, and hold Manager harmless indemnify Tenant from and against all claims, Litigation claims and litigation and damages (other than damages representing Tenant's lost profits) arising from the failure to make any such payments as and when required; required and this obligation of Owner shall survive Termination. Manager shall have no responsibility (ii) any and all charges for payment of debt service or rent due with respect capital expenditures assessed pursuant to any covenants, conditions and restrictions affecting the Hotel. C. Landlord agrees that, in the event it acquires fee title to the land underlying the Hotel, from Gross Revenues or otherwise, and such responsibility any resultant merger of its interest in the Ground Lease into its newly-acquired fee title shall be solely that of Owner (and its Affiliates)not result in a Termination. C. Owner covenants that Manager shall quietly hold, occupy and enjoy the Hotel in accordance with the terms of this Agreement throughout the Term hereof free from hindrance, ejection or molestation by Owner or any other party claiming under, through or by right of Owner. Owner agrees to pay and discharge any payments and charges and, at its expense, to prosecute all appropriate actions, judicial or otherwise, necessary to assure such free and quiet occupation.