Ownership of the Hotels. A. Tenant hereby covenants that it will not hereafter impose or consent to the imposition of any liens, encumbrances or other charges, except as follows:
1. easements or other encumbrances that do not adversely affect the operation of a Hotel by Manager and that are not prohibited pursuant to Section 8.04 of this Agreement;
2. mortgages which constitute Qualified Mortgages and related security instruments;
3. liens for taxes, assessments, levies or other public charges not yet due or due but not yet payable; or
4. equipment leases for office equipment, telephone, motor vehicles and other property approved by Manager.
B. Subject to liens permitted by Section 8.01.A hereof and further subject to liens permitted to be placed by Landlord pursuant to the Owner Agreement, Tenant covenants that, so long as there then exists no Manager Default which arises from acts or failures to act by Manager with respect to each Hotel, Manager shall quietly hold, occupy and enjoy such Hotel throughout the Term hereof free from hindrance, ejection or molestation by Tenant or Landlord or other party claiming under, through or by right of Tenant or Landlord. Tenant 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 as set forth in the preceding sentence. Tenant will reasonably cooperate with Manager and its Affiliates in connection with Manager’s operation of the Hotels.
C. Tenant will make all payments under any Mortgage by the due date from its own funds and not as Deductions. Manager has no responsibility for payment of debt service.
Ownership of the Hotels. A. Each Owner and Landlord hereby covenants that it will not hereafter impose or consent to the imposition of any liens, encumbrances or other charges on any Hotel, except as follows:
1. easements or other encumbrances that do not adversely affect the operation of such Hotel by Manager and that are not prohibited pursuant to Section 8.02;
2. Mortgages and related security instruments;
3. liens for taxes, assessments, levies or other public charges not yet due or due but not yet payable; or
4. equipment leases for office equipment, telephone, motor vehicles and other property approved by Manager.
B. Subject to liens permitted by Section 8.01.A, each Owner and Landlord covenants that, so long as there then exists no Manager Event of Default, Manager shall quietly hold, occupy and enjoy each Hotel throughout the Term free from hindrance, ejection or molestation by such Owner or Landlord or other party claiming under, through or by right of any of them. Each 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 as set forth in the preceding sentence.
Ownership of the Hotels. A. Tenant hereby covenants that it will not hereafter impose or consent to the imposition of any liens, encumbrances or other charges, except as follows:
1. easements or other encumbrances that do not adversely affect the operation of a Hotel by Manager and that are not prohibited pursuant to Section 8.02 of this Agreement;
2. mortgages which constitute Qualifying Mortgages and related security instruments;
Ownership of the Hotels. 3.01 Ownership of Hotels -------------------
A. Owner hereby covenants that it holds and will keep and maintain good and marketable title to the respective fee or leasehold interests in each 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 subsections 2, 3 and 4 hereof) which do not adversely affect the operation of any Hotel by Management Company, including, without limitation, any encumbrances or other defects of title subject to which title was conveyed to Owner under the terms of the Purchase Agreement;
2. Mortgages, deeds of trust or similar security instruments which contain a provision reasonably acceptable to Management Company'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; and which either (i) secure one of the following: (x) any indebtedness on which all or a portion of the payments constitute Qualifying Debt Service, or (y) debt incurred for distribution to the Partners of Owner, or (ii) secure any amount due under the Loan Agreement.
3. Liens or taxes, assessments, levies or other public charges not yet due or which are being contested in good faith;
4. Liens, encumbrances, or other charges resulting from Management Company's acts; and
5. The terms and conditions of the Ground Lease.
B. Provided Management Company is not in monetary default under this Agreement, Owner shall pay and discharge, on or before the due date, any and all installments of principal and interest due and payable upon any mortgage, deed of trust or like instrument described in this Section (including, without limitation, any amounts owed under the Loan Agreement) and shall indemnify Management Company from and against all claims, litigation and damages arising from the failure to make such payments as and when required. Notwithstanding the foregoing, Owner shall not be required to indemnify Management Company for lost profits if the reason for failure to pay and discharge amounts due under any instrument described in this section is due to insufficient Operating Profits to make such payments.
