Common use of Duties and Authority of Manager Clause in Contracts

Duties and Authority of Manager. (a) Subject to and consistent with the terms of this Agreement and the Operating Standards, Manager shall have exclusive supervision, control and discretion in the management, maintenance and operation of the Project, including, but not limited to, the right, power and authority to (i) enter into such contracts and agreements in the name and at the expense of Owner as Manager may deem to be reasonably necessary or advisable in connection with the management, maintenance and operation of the Project, provided, however, that Manager shall not enter into any such contract or agreement without the approval of Owner if it obligates Owner for more than Twenty-Five Thousand Dollars ($25,000) or has a term, not cancelable upon not more than ninety (90) days’ notice without penalty, of more than one (1) year, unless such contract or agreement has previously been approved by Owner as part of the Annual Plan, or if it includes an indemnity of the service provider by the Hotel or Owner for causes other than those caused by Owner’s willful misconduct or gross negligence; (ii) determine and implement terms of admittance, charges for rooms and commercial space, charges for entertainment and food and beverages, which right shall specifically allow Manager to charge varying rates to different customers or groups of customers and allow Manager, in the exercise of reasonable and sound business judgment consistent with the Operating Standards, to permit persons to occupy rooms or suites at the Project at rates lower than published rates or free of charge or permit persons to dine at the restaurants or lounges located at the Project free of charge; (iii) determine and implement all phases of advertising, promotion and publicity relating to the Project; (iv) determine and implement all employment policies (including salaries, wages, fringe benefits and other compensation, the hiring and discharge of employees and the establishment of employee retirement, severance and other benefit plans); (v) determine and implement credit policies (including arrangements with credit card organizations); (vi) receive, hold and disburse funds, maintain bank accounts, procure Inventories, Operating Equipment, supplies and services; (vii) engage independent contractors to provide legal, accounting or other professional or technical services in connection with the operation of the Project; (viii) initiate, settle or otherwise dispose of litigation or claims which might give rise to litigation, including the adjustment of insurance claims, provided, however, that Manager shall not have such authority without the approval of Owner with respect to any litigation or claim where the amount in controversy exceeds Fifty Thousand Dollars ($50,000) and provided further that Manager shall obtain Owner’s written consent before filing any lawsuit in the name of or on behalf of Owner (and in such case, such consent must in fact have been delivered and shall not be subject to being deemed to have been given pursuant to the last two sentences of this Section 3.1(a)); and (ix) manage and direct generally all activities incidental to the operation of the Project in the ordinary course of business. Manager shall operate the Project in a businesslike and efficient manner and shall operate the Project solely for the operation of a hotel business and for such other activities which are customary and usual in connection therewith. Except as otherwise expressly provided in this Agreement, to the extent that Owner’s approval is required for any matter in connection with the foregoing or any other matter in connection with this Agreement, Owner shall approve or disapprove such matter within ten (10) days after being notified thereof by Manager; provided, however, that Owner shall approve or disapprove any such matter involving pending litigation concerning the Project within five (5) business days after being notified thereof by Manager. If Owner does not approve or disapprove any such matter within the specified time period, then Manager may give a second notice to Owner stating that Owner shall be deemed to have approved such matter if it does not approve or disapprove such matter within five (5) business days after the giving of such second notice. If Owner does not approve or disapprove such matter within such further five (5) business day time period, Owner shall be deemed to have approved such matter. (b) The parties acknowledge that Owner has engaged the Asset Manager to advise Owner with respect to the operation of the Hotel. The Asset Manager shall not have any authority to manage the Hotel or to perform any of the responsibilities of Manager hereunder, but to the extent that Owner authorizes the Asset Manager to act on Owner’s behalf hereunder and notifies Manager in writing of such authority and any limits thereon, Manager shall be entitled to rely upon consents, approvals, instructions and other actions of the Asset Manager within such authority and limits as if such actions were taken directly by Owner, unless and until Manager is notified in writing to the contrary by Owner. (c) Upon Owner’s written request, Manager agrees that, to the extent funds in the Operating Accounts are sufficient to do so and provided that Owner has furnished Manager copies of billing statements or other information required to make such payments, and unless otherwise instructed by Owner, Manager shall pay from the Operating Accounts all amounts necessary to discharge Owner’s payment obligations under any Mortgage indebtedness, ground leases and Impositions relating to the Project, and Manager shall furnish to Owner, upon request, evidence that all such amounts have been paid. Manager will notify Owner prior to the due date of any payment of principal or interest on any Mortgage indebtedness, ground lease payment or any payment of any Imposition if the funds in the Operating Account are insufficient to make any such payment (provided that Owner shall have previously furnished Manager copies of billing statements or other information setting forth such payments and the dates the same are due and payable).

Duties and Authority of Manager. (a) Subject to and consistent with the terms of this Agreement and the Operating Standards, Manager shall have exclusive supervision, control and discretion in the management, maintenance and operation of the Project, including, but not limited to, the right, power and authority to (i) enter into such contracts and agreements in the name and at the expense of Owner as Manager may deem to be reasonably necessary or advisable in connection with the management, maintenance and operation of the Project, provided, however, that Manager shall not enter into any such contract or agreement without the approval of Owner if it obligates Owner for more than Twenty-Five Thousand Dollars ($25,000) or has a term, not cancelable upon not more than ninety (90) days’ notice without penalty, of more than one (1) year, unless such contract or agreement has previously been approved by Owner as part of the Annual Plan, or if it includes an indemnity of the service provider by the Hotel or Owner for causes other than those caused by Owner’s willful misconduct or gross negligence; (ii) determine and implement terms of admittance, charges for rooms and commercial space, charges for entertainment and food and beverages, which right shall specifically allow Manager to charge varying rates to different customers or groups of customers and allow Manager, in the exercise of reasonable and sound business judgment consistent with the Operating Standards, to permit persons to occupy rooms or suites at the Project at rates lower than published rates or free of charge or permit persons to dine at the restaurants or lounges located at the Project free of charge; (iii) determine and implement all phases of advertising, promotion and publicity relating to the Project; (iv) determine and implement all employment policies (including salaries, wages, fringe benefits and other compensation, the hiring and discharge of employees and the establishment of employee retirement, severance and other benefit plans); (v) determine .determine and implement credit policies (including arrangements with credit card organizations); (vi) receive, hold and disburse funds, maintain bank accounts, procure Inventories, Operating Equipment, supplies and services; (vii) engage independent contractors to provide legal, accounting or other professional or technical services in connection with the operation of the Project; (viii) initiate, settle or otherwise dispose of litigation or claims which might give rise to litigation, including the adjustment of insurance claims, provided, however, that Manager shall not have such authority without the approval of Owner with respect to any litigation or claim where the amount in controversy exceeds Fifty Thousand Dollars ($50,000) and provided further that Manager shall obtain Owner’s written consent before filing any lawsuit in the name of or on behalf of Owner (and in such case, such consent must in fact have been delivered and shall not be subject to being deemed to have been given pursuant to the last two sentences of this Section 3.1(a)); and (ix) manage and direct generally all activities incidental to the operation of the Project in the ordinary course of business. Manager shall operate the Project in a businesslike and efficient manner and shall operate the Project solely for the operation of a hotel business and for such other activities which are customary and usual in connection therewith. Except as otherwise expressly provided in this Agreement, to the extent that Owner’s approval is required for any matter in connection with the foregoing or any other matter in connection with this Agreement, Owner shall approve or disapprove such matter within ten (10) days after being notified thereof by Manager; provided, however, that Owner shall approve or disapprove any such matter involving pending litigation concerning the Project within five (5) business days after being notified thereof by Manager. If Owner does not approve or disapprove any such matter within the specified time period, then Manager may give a second notice to Owner stating that Owner shall be deemed to have approved such matter if it does not approve or disapprove such matter within five (5) business days after the giving of such second notice. If Owner does not approve or disapprove such matter within such further five (5) business day time period, Owner shall be deemed to have approved such matter. (b) The parties acknowledge that Owner has engaged the Asset Manager to advise Owner with respect to the operation of the Hotel. The Asset Manager shall not have any authority to manage the Hotel or to perform any of the responsibilities of Manager hereunder, but to the extent that Owner authorizes the Asset Manager to act on Owner’s behalf hereunder and notifies Manager in writing of such authority and any limits thereon, Manager shall be entitled to rely upon consents, approvals, instructions and other actions of the Asset Manager within such authority and limits as if such actions were taken directly by Owner, unless and until Manager is notified in writing to the contrary by Owner. (c) Upon Owner’s written request, Manager agrees that, to the extent funds in the Operating Accounts are sufficient to do so and provided that Owner has furnished Manager copies of billing statements or other information required to make such payments, and unless otherwise instructed by Owner, Manager shall pay from the Operating Accounts all amounts necessary to discharge Owner’s payment obligations under any Mortgage indebtedness, ground leases and Impositions relating to the Project, and Manager shall furnish to Owner, upon request, evidence that all such amounts have been paid. Manager will notify Owner prior to the due date of any payment of principal or interest on any Mortgage indebtedness, ground lease payment or any payment of any Imposition if the funds in the Operating Account are insufficient to make any such payment (provided that Owner shall have previously furnished Manager copies of billing statements or other other. information setting forth such payments and the dates the same are due and payable).

Duties and Authority of Manager. (a) Subject to and consistent with the terms provisions of this Agreement and Section 4 hereof, during the Operating StandardsTerm, Manager shall have exclusive supervisionpower, control authority, duty and discretion in responsibility to conduct and manage the management, maintenance and operation of the Project, including, but not limited to, the right, power and authority to (i) enter into such contracts and agreements in the name and at the expense of Owner as Manager may deem to be reasonably necessary or advisable in connection with the management, maintenance and operation of the Project, provided, however, that Manager shall not enter into any such contract or agreement without the approval of Owner if it obligates Owner for more than Twenty-Five Thousand Dollars ($25,000) or has a term, not cancelable upon not more than ninety (90) days’ notice without penalty, of more than one (1) year, unless such contract or agreement has previously been approved by Owner as part of the Annual Plan, or if it includes an indemnity of the service provider by the Hotel or Owner for causes other than those caused by Owner’s willful misconduct or gross negligence; (ii) determine and implement terms of admittance, charges for rooms and commercial space, charges for entertainment and food and beverages, which right shall specifically allow Manager to charge varying rates to different customers or groups of customers and allow Manager, in the exercise of reasonable and sound business judgment consistent with the Operating Standards, to permit persons to occupy rooms or suites at the Project at rates lower than published rates or free of charge or permit persons to dine at the restaurants or lounges located at the Project free of charge; (iii) determine and implement all phases of advertising, promotion and publicity relating to the Project; (iv) determine and implement all employment policies (including salaries, wages, fringe benefits and other compensation, the hiring and discharge of employees and the establishment of employee retirement, severance and other benefit plans); (v) determine and implement credit policies (including arrangements with credit card organizations); (vi) receive, hold and disburse funds, maintain bank accounts, procure Inventories, Operating Equipment, supplies and services; (vii) engage independent contractors to provide legal, accounting or other professional or technical services in connection with the operation of the Project; (viii) initiate, settle or otherwise dispose of litigation or claims which might give rise to litigation, including the adjustment of insurance claims, provided, however, that Manager shall not have such authority without the approval of Owner with respect to any litigation or claim where the amount in controversy exceeds Fifty Thousand Dollars ($50,000) and provided further that Manager shall obtain Owner’s written consent before filing any lawsuit in the name of or on behalf of Owner (and in such case, such consent must in fact have been delivered and shall not be subject to being deemed to have been given pursuant to the last two sentences of this Section 3.1(a)); and (ix) manage and direct generally all activities incidental to the operation of the Project Business in the ordinary course of business. Manager , which scope shall operate the Project in a businesslike and efficient manner and shall operate the Project solely for the operation of a hotel business and for such other activities which are customary and usual in connection therewith. Except as otherwise expressly provided in this Agreement, be limited to the extent that Ownerfollowing: (i) negotiating and entering into agreements, leases, contracts, documents and other instruments in the ordinary course of business, subject to ParentCo’s approval is required for any matter prior written consent; (ii) designating tasks to be performed by Sellers’ employees and instructing and overseeing Sellers’ employees in connection with the foregoing or any other matter in connection with this Agreementmanner, Owner shall approve or disapprove means and method of accomplishing such matter within ten (10) days after being notified thereof by Managertasks; provided, however, that Owner shall approve nothing contained herein or disapprove any such matter involving pending litigation concerning the Project within five (5) business days after being notified thereof action taken by Manager. If Owner does not approve or disapprove any such matter within the specified time period, then Manager may give a second notice pursuant to Owner stating that Owner this Agreement shall be deemed to have approved constitute Manager as the employer of any such matter if it does employees of Sellers; (iii) planning and completing preparatory tasks for the transition, integration and migration of the Business into Manager’s ongoing operations, and managing Sellers’ employees with respect to same, on or before the Final Closing Date; (iv) meeting and otherwise interfacing with customers of the Business, including, without limitation, relating to the granting of credits or other concessions, pricing of services and customer care issues for such customers, subject, in each case, to ParentCo’s prior consent; (v) evaluating the Contracts set forth on Schedule 6 of the Asset Purchase Agreement to determine whether such Contracts will be Assigned Contracts, provided that until such time that Manager provides written notice to Sellers of its intention to assume such Contracts as Assigned Contracts or not approve to assume such Contracts, Manager makes any payments required under such Contracts, excluding any Cure Costs (other than those expressly assumed by Manager pursuant to Section 2.7(b) of the Asset Purchase Agreement or disapprove required by the terms of the Addendum); and (vi) such matter within five (5) business days after the giving of such second notice. If Owner does not approve or disapprove such matter within such further five (5) business day time period, Owner shall other duties as may be deemed otherwise agreed to have approved such matterby Manager and Sellers. (b) The parties acknowledge Manager will promptly advise Sellers of any material information that Owner has engaged Manager obtains in connection with the Asset exercise by Manager to advise Owner with respect to the operation of the Hotel. The Asset Manager shall not have any its authority to manage the Hotel or to perform any and performance of the responsibilities of Manager its duties hereunder, but to the extent that Owner authorizes Sellers and their respective employees (to the Asset Manager to act on Owner’s behalf hereunder and notifies Manager in writing knowledge of Manager) are not otherwise aware of such authority and information, which information is reasonably necessary for Sellers or any limits thereon, Manager shall be entitled of their respective Affiliates to rely upon consents, approvals, instructions and other actions of the Asset Manager within such authority and limits as if such actions were taken directly by Owner, unless and until Manager is notified in writing comply with any requirements under applicable law or under any Contract to the contrary by Ownerwhich Sellers or their Affiliates are a party. (c) Upon Owner’s written requestIt is expressly understood by Sellers and Manager that nothing contained in this Agreement is intended to give Manager: (i) any right which would constitute a transfer of de jure or de facto “control” (as defined under applicable Law) by Sellers of any of the Purchased Assets; or (ii) any right not expressly granted herein. The services provided by Manager hereunder are not intended to materially diminish or restrict Sellers’ compliance with their obligations under applicable Law or before the Federal Communications Commission (the “FCC”) or any applicable state regulatory authority of competent jurisdiction and this Agreement shall not be construed to materially diminish or interfere with Sellers’ obligation or ability to comply with the rules, Manager agrees thatregulations or directives of any Governmental Body with respect to any of the Purchased Assets. (d) Sellers hereby represent that Hxxxxx X. Xxxxx, III has the authority to bind, and execute documents and act on behalf of, Sellers with respect to the extent funds Business, so long as Hxxxxx X. Xxxxx, III continues to perform in conformity with the Operating Accounts are sufficient to do so employee policies of Sellers and provided that Owner has furnished Manager copies of billing statements or other information required to make such paymentstheir Affiliates, and unless otherwise instructed by Owner, Manager shall pay from the Operating Accounts all amounts necessary to discharge Owner’s payment obligations under any Mortgage indebtedness, ground leases and Impositions relating including those pertaining to the Projectreview and execution of Contracts and other documents, and except that such authority does not extend to determining the duties of Manager or making credit or pricing determinations with respect to customers of the Business. In the absence of any termination of the Asset Purchase Agreement by Sellers pursuant to Section 11.1(d) thereof, Sellers shall furnish not remove such authority from Hxxxxx X. Xxxxx, III, unless Sellers transfer such authority to Ownera person who is reasonably acceptable to Manager, upon request, evidence that all but such amounts have been paid. Manager will notify Owner prior authority does extend to the due date of any payment of principal or interest on any Mortgage indebtedness, ground lease payment or any payment of any Imposition if the funds in the Operating Account decision making responsibility for when certain tasks and functions are insufficient transitioned to make any such payment (provided that Owner shall have previously furnished Manager copies of billing statements or other information setting forth such payments and the dates the same are due and payable)Manager.

Duties and Authority of Manager. (a) Subject to and consistent with the terms of this Agreement Operating Standards and the Operating StandardsAnnual Plan, Manager shall have exclusive supervision, control and discretion in the management, maintenance and operation of the Project, including, but not limited to, the right, power and authority to (ia) enter into such contracts and agreements in the name and at the expense of Owner as Manager may deem to be reasonably necessary or advisable in connection with the management, maintenance and operation of the Project, provided, however, that Manager shall not enter into any such contract or agreement without the approval of Owner if it obligates Owner for more than Twenty-Five Thousand Dollars ($25,000) or has a term, not cancelable upon not more than ninety (90) days’ ' notice without penaltypayment of any cancellation fee, of more than one (1) year, unless such contract or agreement has previously been approved by Owner as part of the Annual Plan, or if it includes an indemnity of the service provider by the Hotel or Owner for causes other than those caused by Owner’s willful misconduct or gross negligence; (iib) determine and implement terms of admittance, charges for rooms and commercial space, charges for entertainment and food and beverages, which right shall specifically allow Manager to charge varying rates to different customers or groups of customers and allow Manager, in the exercise of reasonable and sound business judgment consistent with the Operating Standards, to permit persons to occupy rooms or suites at the Project at rates lower than published rates or free of charge or permit persons to dine at the restaurants or lounges located at the Project free of charge; (iiic) determine and implement all phases of advertising, promotion and publicity relating to the Project; (ivd) determine and implement all employment policies (including salaries, wages, fringe benefits and other compensation, the hiring and discharge of employees and the establishment of employee retirement, severance and other benefit plans); (ve) determine and implement credit policies (including arrangements with credit card organizations); (vif) receive, hold and disburse funds, maintain bank accounts, procure Inventories, Operating Equipment, ,' supplies and services; (viig) engage independent contractors to provide legal, accounting or other professional or technical services in connection with the operation of the Project; (viiih) initiate, settle or otherwise dispose of litigation or claims which might give rise to litigation, including the adjustment of insurance claims, provided, however, that Manager shall not have such authority without the approval of Owner with respect to any litigation or claim where the amount in controversy exceeds Fifty Thousand Dollars ($50,000) and provided further that Manager shall obtain Owner’s written consent before filing any lawsuit in the name of or on behalf of Owner (and in such case, such consent must in fact have been delivered and shall not be subject to being deemed to have been given pursuant to the last two sentences of this Section 3.1(a)); and (ix) manage and direct generally all activities incidental to the operation of the Project in the ordinary course of business. Manager shall operate the Project in a businesslike and efficient manner and shall operate the Project solely for the operation of a hotel business and for such other activities which are customary and usual in connection therewith. Except as otherwise expressly provided in this Agreement, to the extent that Owner’s approval is required for any matter in connection with the foregoing or any other matter in connection with this Agreement, Owner shall approve or disapprove such matter within ten (10) days after being notified thereof by Manager; provided, however, that Owner shall approve or disapprove any such matter involving pending litigation concerning the Project within five (5) business days after being notified thereof by Manager. If Owner does not approve or disapprove any such matter within the specified time period, then Manager may give a second notice to Owner stating that Owner shall be deemed to have approved such matter if it does not approve or disapprove such matter within five (5) business days after the giving of such second notice. If Owner does not approve or disapprove such matter within such further five (5) business day time period, Owner shall be deemed to have approved such matter. (b) The parties acknowledge that Owner has engaged the Asset Manager to advise Owner with respect to the operation of the Hotel. The Asset Manager shall not have any authority to manage the Hotel or to perform any of the responsibilities of Manager hereunder, but to the extent that Owner authorizes the Asset Manager to act on Owner’s behalf hereunder and notifies Manager in writing of such authority and any limits thereon, Manager shall be entitled to rely upon consents, approvals, instructions and other actions of the Asset Manager within such authority and limits as if such actions were taken directly by Owner, unless and until Manager is notified in writing to the contrary by Owner. (c) Upon Owner’s written request, Manager agrees that, to the extent funds in the Operating Accounts are sufficient to do so and provided that Owner has furnished Manager copies of billing statements or other information required to make such payments, and unless otherwise instructed by Owner, Manager shall pay from the Operating Accounts all amounts necessary to discharge Owner’s payment obligations under any Mortgage indebtedness, ground leases and Impositions relating to the Project, and Manager shall furnish to Owner, upon request, evidence that all such amounts have been paid. Manager will notify Owner prior to the due date of any payment of principal or interest on any Mortgage indebtedness, ground lease payment or any payment of any Imposition if the funds in the Operating Account are insufficient to make any such payment (provided that Owner shall have previously furnished Manager copies of billing statements or other information setting forth such payments and the dates the same are due and payable).of

Duties and Authority of Manager. (a) Subject to and consistent ----------- ------------------------------- with the terms of this Agreement Operating Standards and the Operating StandardsAnnual Plan, Manager shall have exclusive supervision, control and discretion in the management, maintenance and operation of the Project, including, but not limited to, the right, power and authority to (ia) enter into such contracts and agreements in the name and at the expense of Owner as Manager may deem to be reasonably necessary or advisable in connection with the management, maintenance and operation of the Project, provided, however, that Manager shall not enter into any such contract or agreement without the approval of Owner if it obligates Owner for more than Twenty-Five Thousand Dollars ($25,000) or has a term, not cancelable upon not more than ninety (90) days’ ' notice without penaltypayment of any cancellation fee, of more than one (1) year, unless such contract or agreement has previously been approved by Owner as part of the Annual Plan, or if it includes an indemnity of the service provider by the Hotel or Owner for causes other than those caused by Owner’s willful misconduct or gross negligence; (iib) determine and implement terms of admittance, charges for rooms and commercial space, charges for entertainment and food and beverages, which right shall specifically allow Manager to charge varying rates to different customers or groups of customers and allow Manager, in the exercise of reasonable and sound business judgment consistent with the Operating Standards, to permit persons to occupy rooms or suites at the Project at rates lower than published rates or free of charge or permit persons to dine at the restaurants or lounges located at the Project free of charge; (iiic) determine and implement all phases of advertising, promotion and publicity relating to the Project; (ivd) determine and implement all employment policies (including salaries, wages, fringe benefits and other compensation, the hiring and discharge of employees and the establishment of employee retirement, severance and other benefit plans); (ve) determine and implement credit policies (including arrangements with credit card organizations); (vif) receive, hold and disburse funds, maintain bank accounts, procure Inventories, Operating Equipment, supplies and services; (viig) engage independent contractors to provide legal, accounting or other professional or technical services in connection with the operation of the Project; (viiih) initiate, settle or otherwise dispose of litigation or claims which might give rise to litigation, including the adjustment of insurance claims, provided, however, that Manager shall not have such authority without the approval of Owner with respect to any litigation or claim where the amount in controversy exceeds Fifty Thousand Dollars ($50,000) and provided further that Manager shall obtain Owner’s written consent before filing any lawsuit in the name of or on behalf of Owner (and in such case, such consent must in fact have been delivered and shall not be subject to being deemed to have been given pursuant to the last two sentences of this Section 3.1(a)); and (ixi) manage and direct generally all activities incidental to the operation of the Project in the ordinary course of business. Manager shall operate the Project in a businesslike and efficient manner and shall operate the Project solely for the operation of a hotel business and for such other activities which are customary and usual in connection therewith. Except as otherwise expressly provided in this Agreement, to the extent that Owner’s 's approval is required for any matter in connection with the foregoing or any other Management Agreement matter in connection with this Agreement, Owner shall approve or disapprove such matter within ten fifteen (1015) business days after being notified thereof by Manager; provided, however, that Owner shall approve or disapprove any such matter involving pending litigation concerning the Project within five ten (510) business days after being notified thereof by Manager. If Owner does not approve or disapprove any such matter within the specified time period, then Manager may give a second notice to Owner stating that Owner shall be deemed to have approved such matter if it does not approve or disapprove such matter within five (5) business days after the giving of such second notice. If Owner does not approve or disapprove such matter within such further five (5) business day time period, Owner shall be deemed to have approved such matter. (b) The parties acknowledge that Owner has engaged the Asset Manager to advise Owner with respect to the operation of the Hotel. The Asset Manager shall not have any authority to manage the Hotel or to perform any of the responsibilities of Manager hereunder, but to the extent that Owner authorizes the Asset Manager to act on Owner’s behalf hereunder and notifies Manager in writing of such authority and any limits thereon, Manager shall be entitled to rely upon consents, approvals, instructions and other actions of the Asset Manager within such authority and limits as if such actions were taken directly by Owner, unless and until Manager is notified in writing to the contrary by Owner. (c) Upon Owner’s written request, Manager agrees that, to the extent funds in the Operating Accounts are sufficient to do so and provided that Owner has furnished Manager copies of billing statements or other information required to make such payments, and unless otherwise instructed by Owner, Manager shall pay from the Operating Accounts all amounts necessary to discharge Owner’s payment obligations under any Mortgage indebtedness, ground leases and Impositions relating to the Project, and Manager shall furnish to Owner, upon request, evidence that all such amounts have been paid. Manager will notify Owner prior to the due date of any payment of principal or interest on any Mortgage indebtedness, ground lease payment or any payment of any Imposition if the funds in the Operating Account are insufficient to make any such payment (provided that Owner shall have previously furnished Manager copies of billing statements or other information setting forth such payments and the dates the same are due and payable).

Duties and Authority of Manager. (a) Subject to and consistent with the terms of this Agreement Annual Plan and the Operating Standards, Manager shall have exclusive supervision, control and discretion in the management, maintenance and operation of the ProjectHotel, including, but not limited to, the right, power and authority to (ia) enter into such contracts and agreements in the name and at the expense of Owner as Manager may deem to be reasonably necessary or advisable in connection with the management, maintenance and operation of the ProjectHotel, provided, however, that Manager shall not enter into any such contract or agreement without the prior approval of Owner if it obligates Owner for more than Twenty-Five Ten Thousand Dollars ($25,00010,000) in any calendar year or has a term, not cancelable upon not more than ninety (90) days’ notice without penaltynotice, of more than one (1) year, unless such contract or agreement has previously been approved by Owner as part of the Annual Plan, or if it includes an indemnity of the service provider by the Hotel or Owner for causes other than those caused by Owner’s willful misconduct or gross negligence; (iib) determine and implement terms of admittance, charges for rooms and commercial spaceguest rooms, charges for entertainment and food and beveragesbeverage, and meeting and banquet spaces, which right shall specifically allow Manager to charge varying rates to different customers or groups of customers and allow Manager, in the exercise of reasonable and sound business judgment consistent with the Operating Standards, to permit persons to occupy guest rooms or suites at the Project Hotel at rates lower than published rates or free of charge or permit persons to dine at the restaurants or lounges located at the Project Hotel free of charge; (iiic) determine and implement all phases of advertising, promotion and publicity relating to the ProjectHotel; (ivd) determine and implement all employment policies (including salaries, wages, fringe benefits and other compensation, the hiring hiring, training and discharge of employees and the establishment of employee retirement, severance and other benefit plans); (ve) determine and implement credit policies (including arrangements with credit card organizations); (vif) receive, hold and disburse funds, maintain bank accounts, procure Inventories, Operating Equipment, supplies and services; (viig) engage independent contractors to provide legal, accounting or other professional or technical services in connection with the operation of the ProjectHotel; (viiih) initiate, settle or otherwise dispose of litigation or claims which might give rise to litigation, including the adjustment of insurance claims, provided, however, that Manager shall not have such authority without the approval of Owner with respect to any litigation or claim where the amount in controversy exceeds Fifty Thousand Dollars ($50,000); (i) and provided further that Manager shall obtain maintain the Hotel’s compliance with all material provisions of the Franchise Agreement (as the same may be amended from time to time); (j) at Owner’s written consent before filing request, assist Owner and its lenders, brokers or buyers in executing any lawsuit in the name of or on behalf of Owner (and in such case, such consent must in fact have been delivered and shall not be subject to being deemed to have been given pursuant to the last two sentences of this Section 3.1(a))Capital Transaction; and (ixk) manage and direct generally all activities incidental to the operation of the Project Hotel in the ordinary course of business. Manager shall operate the Project Hotel in a businesslike and efficient manner and shall operate the Project Hotel solely for the operation of a hotel business and for such other activities activities, which are customary and usual in connection therewith. Manager shall exercise reasonable efforts at all times to operate the Hotel and all of its facilities and activities in a manner consistent with the Operating Standards, the Annual Budget and the provisions of this Agreement. Except as otherwise expressly provided in this Agreement, to the extent that Owner’s approval is required for any matter in connection with the foregoing or any other matter in connection with this Agreement, Owner shall approve or disapprove such matter within ten (10) business days after being notified the date of delivery of written notice thereof by Manager; provided, however, that Owner shall approve or disapprove any such matter involving pending litigation concerning the Project Hotel within five (5) business days after being notified the date of delivery of written notice thereof by Manager. If Owner does not approve or disapprove any such matter within the specified time period, then Manager may give a second notice to Owner stating that Owner shall be deemed to have approved such matter if it does not approve or disapprove such matter within five (5) business days after the giving of such second notice. If Owner does not approve or disapprove such matter within such further five (5) business day time periodperiods, Owner shall be have deemed to have approved approve such matter. (b) The parties acknowledge that Owner has engaged the Asset Manager to advise Owner with respect to the operation of the Hotel. The Asset Manager shall not have any authority to manage the Hotel or to perform any of the responsibilities of Manager hereunder, but to the extent that Owner authorizes the Asset Manager to act on Owner’s behalf hereunder and notifies Manager in writing of such authority and any limits thereon, Manager shall be entitled to rely upon consents, approvals, instructions and other actions of the Asset Manager within such authority and limits as if such actions were taken directly by Owner, unless and until Manager is notified in writing to the contrary by Owner. (c) Upon Owner’s written request, Manager agrees that, to the extent funds in the Operating Accounts are sufficient to do so and provided that Owner has furnished Manager copies of billing statements or other information required to make such payments, and unless otherwise instructed by Owner, Manager shall pay from the Operating Accounts all amounts necessary to discharge Owner’s payment obligations under any Mortgage indebtedness, ground leases and Impositions relating to the Project, and Manager shall furnish to Owner, upon request, evidence that all such amounts have been paid. Manager will notify Owner prior to the due date of any payment of principal or interest on any Mortgage indebtedness, ground lease payment or any payment of any Imposition if the funds in the Operating Account are insufficient to make any such payment (provided that Owner shall have previously furnished Manager copies of billing statements or other information setting forth such payments and the dates the same are due and payable).