Common use of Duties of Manager Clause in Contracts

Duties of Manager. MANAGER is hereby authorized and directed by OWNER to do all of the following and agrees, in each case on behalf of and at the expense of OWNER, to: (a) supervise and direct the general operations of the Plant and operate it efficiently and effectively; (b) hire, pay, supervise and discharge all employees necessary to properly maintain and operate the Plant in accordance with OWNER's terms and conditions of employment, provided, however, that MANAGER shall obtain the approval of OWNER prior to reassigning or terminating the Plant Controller, which approval shall not be unreasonably withheld, and cause to be prepared and timely filed and paid all necessary returns, forms and payments in connection with unemployment insurance, withholding, social security and other like benefits and taxes, all such employees to be employees of OWNER and not of MANAGER (notwithstanding the above, OWNER shall retain the right to unilaterally terminate the services of the Plant Controller); (c) prepare or cause to be prepared for review and approval of OWNER an annual operating budget setting forth the anticipated income and expenses for the Plant for the ensuing year, a comparison of such budget to the income and expenses of the preceding and current years, and any required explanations with respect thereto; (d) set up and keep in good order separate, accurate and adequate accounting records to be maintained for OWNER, and maintain orderly files containing income records, insurance policies, leases and subleases, correspondence, receipted bills and vouchers, and all other documents pertaining to the Plant or the operation thereof, and prepare or cause to be prepared for OWNER monthly and annual statements of account as of the end of each month and year, all in accordance with paragraph 28; (e) check all bills received for services, work and supplies ordered in connection with maintaining and operating the Plant and pay, with OWNER's funds, or cause to be paid all such expenses, mortgage interest and amortization, ground rent, water charges, sewer rent, assessments, real estate taxes, and other taxes assessed against the Plant as and when the same shall become due and payable; (f) establish and maintain the Accounts; collect payments from customers of the Plant and take any and all actions MANAGER deems necessary or desirable to collect such payments; deposit such payments into, and withdraw or disburse such amounts from, the Accounts; all in accordance with paragraph 12. (g) comply with all covenants of OWNER under the terms of any mortgage loan affecting the Plant, subject to OWNER's duties in paragraph 6(a); (h) cause to be effected and maintained on the Plant the insurance referred to in paragraph 29; (i) notify OWNER and applicable insurance carriers of policies under paragraph 29 of any serious bodily injury (including death) to any Person and any substantial property damage, or claims as to either, that MANAGER has knowledge of or should have knowledge of, and deliver to OWNER any legal process received by it which affects or may affect OWNER or the Plant; (j) contract for and cause the purchase of all services, grains, supplies and other materials necessary for the Plant to produce the Products and contract for and cause the marketing and sale of the Products; provided, however, MANAGER shall not contract with an affiliate of MANAGER for any of the items stated in this paragraph 3(j), without the prior approval of OWNER; (k) contract for electricity, natural gas, water, waste water, fuel oil, rubbish and snow removal, vermin extermination and such other services or such of them as MANAGER deems necessary or advisable, provided, however, MANAGER shall not contract for electricity, natural gas, water and waste water without the prior approval of OWNER; (l) contract for and cause the Plant and all fixtures, furnishings, equipment, supplies, tools, and other materials and facilities thereof to be maintained in good order and condition; to cause all routine repairs, replacements and alterations to be made thereto; and to purchase such items MANAGER deems necessary or desirable for the operation and maintenance of the Plant; provided, however, that MANAGER shall not contract for any particular item involving an expenditure in excess of $15,000, other than budgeted items, without the prior approval of OWNER except in circumstances which MANAGER reasonably believes constitutes an emergency requiring immediate action for the preservation or safety of the Plant or its occupants or to avoid the suspension of any necessary service; (m) use its best efforts to cause the Plant and its operations to comply with all applicable laws and regulations; (n) act in compliance with OWNER's Operating Agreement and other governing documents provided that (i) MANAGER has actual knowledge of OWNER's Operating Agreement and other governing documents, and any amendments thereto, and (ii) the terms of this Agreement shall not altered or amended by any of the terms of OWNER's Operating Agreement and other governing documents and any amendments thereto; (o) reasonably cooperate with OWNER and its attorneys and accountants in making any disclosures required by the Securities Act of 1933 and the Securities Exchange Act of 1934 or any other securities laws; (p) recommend and, subject to the approval of OWNER, cause all such acts and things to be done in or about the Plant as shall be necessary to comply with any and all orders or violations affecting the Plant placed thereon by any federal, state or municipal authority having jurisdiction thereover, subject to OWNER's duties in paragraph 6(a); (q) cooperate with OWNER's accountants in regard to the preparation and filing on behalf of OWNER of any income or other tax return; and (r) provide benchmarking services to OWNER as described on EXHIBIT A attached hereto.

Duties of Manager. MANAGER is hereby authorized On and directed by OWNER after the Opening Date, the Manager shall (i) direct, supervise, manage and operate the Hotel in all aspects in an efficient and economical manner consistent with hotels of a comparable size, class and level of service having similar facilities and (ii) determine and administer the programs and policies to do be followed in connection therewith, all in accordance with the provisions of this Agreement, on the condition that Manager shall not be obligated to advance any of its own funds in connection with such duties. Without limiting the generality of the foregoing, Manager shall perform each of the following and agrees, in each case on behalf of and at the expense of OWNER, tofunctions: (a) supervise and direct the general operations of the Plant and operate it efficiently and effectively; (b) hireRecruit, employ, relocate, pay, supervise and discharge all employees and personnel necessary to properly maintain for the operation of the Hotel (included in the foregoing shall be the determination of all personnel policies). (b) Establish all prices, rates and operate charges for guest rooms, meeting rooms, commercial space (including all stores, office space and lobby space), food, beverage, and other salable or rentable items comprising the Plant Hotel and its business. (c) Negotiate and enter into, on behalf of Owner, service contracts required in accordance with OWNER's terms the ordinary course of business in operating the Hotel including, without limitation, contracts for electricity, gas, telephone, cable, cleaning, vermin extermination, elevator and conditions boiler maintenance, and other services which Manager deems advisable, on the condition that Manager shall not enter into any service contract contemplated by this subsection that is not cancelable by Owner on a maximum of employment, provided, however, that MANAGER shall obtain ninety (90) days prior notice without the approval prior written consent of OWNER prior to reassigning or terminating the Plant ControllerOwner, which approval consent shall not be unreasonably withheld, and cause to be prepared and timely filed and paid all necessary returns, forms and payments in connection with unemployment insurance, withholding, social security and other like benefits and taxes, all such employees to be employees of OWNER and not of MANAGER (notwithstanding the above, OWNER shall retain the right to unilaterally terminate the services of the Plant Controller); (c) prepare or cause to be prepared for review and approval of OWNER an annual operating budget setting forth the anticipated income and expenses for the Plant for the ensuing year, a comparison of such budget to the income and expenses of the preceding and current years, and any required explanations with respect thereto;. (d) set up Negotiate and keep in good order separateenter into, accurate on behalf of Owner, concession agreements, leases, licenses and adequate accounting records to be maintained similar contracts for OWNERuse by concessionaires, tenants, licensees and maintain orderly files containing income records, insurance policies, leases and subleases, correspondence, receipted bills and vouchers, and all other documents pertaining to the Plant or the operation thereof, and prepare or cause to be prepared for OWNER monthly and annual statements of account as intended users of the end facilities at the Hotel, on the condition that Manager shall not enter into any agreement, lease, license or contract contemplated by this subsection that is not cancelable by Owner on a maximum of each month and yearninety (90) days prior written notice without the prior written consent of Owner, all in accordance with paragraph 28;which consent shall not be unreasonably withheld. (e) check To the extent within the control of Manager, obtain and keep in full force and effect, either in its own name on behalf of Owner or in Owner’s name, as may be required by applicable laws, any and all bills received new, renewal and additional licenses and permits necessary to enable Manager to operate the Hotel in accordance with applicable laws including, without limitation, those licenses and permits necessary for the sale of alcoholic beverages to be consumed on premises or sold in unopened containers at (i) the Hotel, (ii) any restaurant and lounge located within the Hotel, and (iii) any other usual and customary locations where alcoholic beverages are sold within the Hotel. (f) Accord rooms to persons to whom such privileges are customarily accorded in the industry, including, without limitation, (i) employees of Manager’s parent company, pursuant to its personnel policies and subject to space availability, and (ii) such employees of Owner as Owner may from time to time designate. (g) Establish and revise, as necessary, administrative policies and procedures including, without limitation, policies and procedures for the control of revenue and expenditures, for the purchase of Operating Equipment, Operating Supplies and services, work for the control of credit, and supplies ordered for the scheduling of maintenance. (h) Procure, or arrange for the procurement of, as agent for Owner, all replacement Operating Equipment and Operating Supplies necessary to maintain and operate the Hotel properly in connection with maintaining and operating the Plant and pay, with OWNER's fundsordinary course of business. (i) Make or install, or cause to be paid made or installed, in the name of Owner, all such expensesnormal capital repairs, mortgage interest and amortizationdecorations, ground rentrenewals, water chargesrevisions, sewer rentalterations, assessmentsrebuilds, real estate taxesreplacements, additions, and other taxes assessed against improvements in and to the Plant as Hotel building and when FF&E, in the same shall become due and payable; (f) establish and maintain the Accounts; collect payments from customers ordinary course of the Plant and take any and all actions MANAGER business, that Manager deems necessary or desirable to collect such payments; deposit such payments into, and withdraw or disburse such amounts from, the Accounts; all in accordance with paragraph 12. (g) comply with all covenants of OWNER under the terms of any mortgage loan affecting the Plant, subject to OWNER's duties in paragraph 6(a); (h) cause to be effected and maintained on the Plant the insurance referred to in paragraph 29; (i) notify OWNER and applicable insurance carriers of policies under paragraph 29 of any serious bodily injury (including death) to any Person and any substantial property damage, or claims as to either, that MANAGER has knowledge of or should have knowledge of, and deliver to OWNER any legal process received by it which affects or may affect OWNER or the Plant; (j) contract for and cause the purchase of all services, grains, supplies and other materials necessary appropriate for the Plant to produce the Products and contract for and cause the marketing and sale of the Products; provided, however, MANAGER shall not contract with an affiliate of MANAGER for any of the items stated in this paragraph 3(j), without the prior approval of OWNER; (k) contract for electricity, natural gas, water, waste water, fuel oil, rubbish and snow removal, vermin extermination and such other services or such of them as MANAGER deems necessary or advisable, provided, however, MANAGER shall not contract for electricity, natural gas, water and waste water without the prior approval of OWNER; (l) contract for and cause the Plant and all fixtures, furnishings, equipment, supplies, tools, and other materials and facilities thereof to be maintained in good order and condition; to cause all routine repairs, replacements and alterations to be made thereto; and to purchase such items MANAGER deems necessary or desirable for the proper operation and maintenance of the Plant; providedHotel, however, on the condition that MANAGER shall not such items are contemplated by the Annual Business Plan for such Fiscal Year in which such action is taken. (j) Arrange and contract for any particular item involving an expenditure all advertising and promotion of the Hotel which Manager in excess of $15,000, other than budgeted items, without the prior approval of OWNER except in circumstances which MANAGER reasonably believes constitutes an emergency requiring immediate action its reasonable discretion deems necessary or appropriate for the preservation or safety operation of the Plant or its occupants or Hotel. (k) Open and maintain the Agency Account as required by this Agreement. (l) Prepare and deliver to avoid Owner the suspension of any necessary service;Annual Business Plans and Financial Statements, and such other information as required by this Agreement. (m) use its best efforts to cause Plan, execute and supervise repairs and maintenance at the Plant and its operations to comply with all applicable laws and regulations;Hotel. (n) act in compliance with OWNER's Operating Agreement and other governing documents provided that (i) MANAGER has actual knowledge of OWNER's Operating Agreement and other governing documents, and any amendments thereto, and (ii) Provide the terms of this Agreement shall not altered or amended by any of the terms of OWNER's Operating Agreement and other governing documents and any amendments thereto;Group Services. (o) reasonably cooperate Procure and maintain insurance in accordance with OWNER and its attorneys and accountants in making any disclosures required by the Securities Act of 1933 and the Securities Exchange Act of 1934 or any other securities laws;Article XII. (p) recommend and, subject Keep Owner advised as to the approval of OWNER, cause all such acts and things to be done in or about the Plant as shall be necessary to comply with any and all orders or violations major policy matters affecting the Plant placed thereon by any federal, state or municipal authority having jurisdiction thereover, subject to OWNER's duties in paragraph 6(a);Hotel. (q) cooperate To the extent within the control of Manager, operate the Hotel in compliance with OWNER's accountants in regard to the preparation Franchise Agreement and filing on behalf of OWNER the Mortgage. Manager shall notify Owner of any income notice of violations of Franchise Agreement or other tax return; andMortgage received by Manager. (r) provide benchmarking services Conduct such other operations from time to OWNER time as described on EXHIBIT A attached heretomay be required under this Agreement.

Duties of Manager. MANAGER is hereby authorized and directed by OWNER to do all of the following and agrees, in each case on behalf of and at the expense of OWNER, to: (a) supervise and direct the general operations of the Plant and operate it efficiently and effectively; (b) hire, pay, supervise and discharge all employees necessary to properly maintain and operate the Plant in accordance with OWNER's terms and conditions of employment, provided, however, that MANAGER shall obtain the approval of OWNER prior to reassigning or terminating the Plant Controller, which approval shall not be unreasonably withheld, and cause to be prepared and timely filed and paid all necessary returns, forms and payments in connection with unemployment insurance, withholding, social security and other like benefits and taxes, all such employees to be employees of OWNER and not of MANAGER (notwithstanding the above, OWNER shall retain the right to unilaterally terminate the services of the Plant Controller); (c) prepare or cause to be prepared for review and approval of OWNER an annual operating budget setting forth the anticipated income and expenses for the Plant for the ensuing year, a comparison of such budget to the income and expenses of the preceding and current years, and any required explanations with respect thereto; (d) set up and keep in good order separate, accurate and adequate accounting records to be maintained for OWNER, and maintain orderly files containing income records, insurance policies, leases and subleases, correspondence, receipted bills and vouchers, and all other documents pertaining to the Plant or the operation thereof, and prepare or cause to be prepared for OWNER monthly and annual statements of account as of the end of each month and year, all in accordance with paragraph 28; (e) check all bills received for services, work and supplies ordered in connection with maintaining and operating the Plant and pay, with OWNER's funds, or cause to be paid all such expenses, mortgage interest and amortization, ground rent, water charges, sewer rent, assessments, real estate taxes, and other taxes assessed against the Plant as and when the same shall become due and payable; (f) establish and maintain the Accounts; collect payments from customers of the Plant and take any and all actions MANAGER deems necessary or desirable to collect such payments; deposit such payments into, and withdraw or disburse such amounts from, the Accounts; all in accordance with paragraph 12. (g) comply with all covenants of OWNER under the terms of any mortgage loan affecting the Plant, subject to OWNER's duties in paragraph 6(a); (h) cause to be effected and maintained on the Plant the insurance referred to in paragraph 29; (i) notify OWNER and applicable insurance carriers of policies under paragraph 29 of any serious bodily injury (including death) to any Person and any substantial property damage, or claims as to either, that MANAGER has knowledge of or should have knowledge of, and deliver to OWNER any legal process received by it which affects or may affect OWNER or the Plant; (j) contract for and cause the purchase of all services, grains, supplies and other materials necessary for the Plant to produce the Products and contract for and cause the marketing and sale of the Products; provided, however, MANAGER shall not contract with an affiliate of MANAGER for any of the items stated in this paragraph 3(j), without the prior approval of OWNER; (k) contract for electricity, natural gas, water, waste water, fuel oil, rubbish and snow removal, vermin extermination and such other services or such of them as MANAGER deems necessary or advisable, provided, however, MANAGER shall not contract for electricity, natural gas, water and waste water without the prior approval of OWNER; (l) contract for and cause the Plant and all fixtures, furnishings, equipment, supplies, tools, and other materials and facilities thereof to be maintained in good order and condition; to cause all routine repairs, replacements and alterations to be made thereto; and to purchase such items MANAGER deems necessary or desirable for the operation and maintenance of the Plant; provided, however, that MANAGER shall not contract for any particular item involving an expenditure in excess of $15,000, other than budgeted items, without the prior approval of OWNER except in circumstances which MANAGER reasonably believes constitutes an emergency requiring immediate action for the preservation or safety of the Plant or its occupants or to avoid the suspension of any necessary service; (m) use its best efforts to cause the Plant and its operations to comply with all applicable laws and regulations; (n) act in compliance with OWNER's Operating Agreement and other governing documents provided that (i) MANAGER has actual knowledge of OWNER's Operating Agreement and other governing documents, and any amendments thereto, and (ii) the terms of this Agreement shall not altered or amended by any of the terms of OWNER's Operating Agreement and other governing documents and any amendments thereto; (o) reasonably cooperate with OWNER and its attorneys and accountants in making any disclosures required by the Securities Act of 1933 and the Securities Exchange Act of 1934 or any other securities laws; (p) recommend and, subject to the approval of OWNER, cause all such acts and things to be done in or about the Plant as shall be necessary to comply with any and all orders or 4 violations affecting the Plant placed thereon by any federal, state or municipal authority having jurisdiction thereover, subject to OWNER's duties in paragraph 6(a); (q) cooperate with OWNER's accountants in regard to the preparation and filing on behalf of OWNER of any income or other tax return; and (r) provide benchmarking services to OWNER as described on EXHIBIT A attached hereto.

Duties of Manager. MANAGER is hereby authorized and directed by OWNER to do all of the following and agrees, in each case on behalf of and at the expense of OWNER, to: Manager shall (a) supervise provide billing, collection, accounting, legal and direct other administration services to the general operations of the Plant and operate it efficiently and effectively; Company; (b) hire, pay, supervise and discharge all employees necessary to properly maintain and operate the Plant in accordance with OWNER's terms Managed System, inspect and conditions supervise the proper adjustment of employment, provided, however, that MANAGER shall obtain the approval of OWNER prior to reassigning or terminating the Plant Controller, which approval shall not be unreasonably withheldManaged System, and cause to be prepared supervise the design, engineering and timely filed and paid all necessary returns, forms and payments in connection with unemployment insurance, withholding, social security and other like benefits and taxes, all such employees to be employees installation of OWNER and not of MANAGER (notwithstanding the above, OWNER shall retain the right to unilaterally terminate the services any improvements or expansions of the Plant Controller); Managed System; (c) prepare or cause furnish the Company with prompt and continuous technical and electronic advice and services required to be prepared maintain the Managed System in a satisfactory state of operation so that (i) the Managed System will provide good and saleable visual and aural signals for review and approval of OWNER an annual operating budget setting forth the anticipated income and expenses for the Plant for the ensuing year, a comparison of such budget all subscribers connected to the income Managed System, and expenses (ii) the Managed System may be operated in conformity with the franchises, if any, granted by the above-mentioned communities and any other agreements to which the operation of the preceding and current years, and any required explanations with respect thereto; Managed System is subject; (d) set up inspect the Managed System and keep in good order separate, accurate and adequate accounting records to make such changes as may be maintained for OWNER, and maintain orderly files containing income records, insurance policies, leases and subleases, correspondence, receipted bills and vouchers, and all other documents pertaining to the Plant required or the operation thereof, and prepare or cause to be prepared for OWNER monthly and annual statements of account as of the end of each month and year, all in accordance with paragraph 28; (e) check all bills received for services, work and supplies ordered in connection with maintaining and operating the Plant and pay, with OWNER's funds, or cause to be paid all such expenses, mortgage interest and amortization, ground rent, water charges, sewer rent, assessments, real estate taxes, and other taxes assessed against the Plant as and when the same shall become due and payable; (f) establish and maintain the Accounts; collect payments from customers of the Plant and take any and all actions MANAGER deems necessary or desirable to collect such payments; deposit such payments into, and withdraw or disburse such amounts from, the Accounts; all in accordance with paragraph 12. (g) comply with all covenants of OWNER under the terms of any mortgage loan affecting the Plant, subject to OWNER's duties in paragraph 6(a); (h) cause to be effected and maintained on the Plant the insurance referred to in paragraph 29; (i) notify OWNER and applicable insurance carriers of policies under paragraph 29 of any serious bodily injury (including death) to any Person and any substantial property damage, or claims as to either, that MANAGER has knowledge of or should have knowledge of, and deliver to OWNER any legal process received by it which affects or may affect OWNER or the Plant; (j) contract for and cause the purchase of all services, grains, supplies and other materials necessary for the Plant to produce the Products and contract for and cause the marketing and sale of the Products; provided, however, MANAGER shall not contract with an affiliate of MANAGER for any of the items stated in this paragraph 3(j), without the prior approval of OWNER; (k) contract for electricity, natural gas, water, waste water, fuel oil, rubbish and snow removal, vermin extermination and such other services or such of them as MANAGER deems necessary or advisable, provided, however, MANAGER shall not contract for electricity, natural gas, water and waste water without the prior approval of OWNER; (l) contract for and cause the Plant and all fixtures, furnishings, equipment, supplies, tools, and other materials and facilities thereof to be maintained in good order and condition; to cause all routine repairs, replacements and alterations to be made thereto; and to purchase such items MANAGER deems necessary or are desirable for the operation satisfactory operation, maintenance and maintenance repair of the PlantManaged System and its facilities; provided, however, that MANAGER Manager may hire independent contractors to make tests and provide maintenance and repair work to the Managed System and related equipment and the Company shall not contract for any particular item involving an expenditure in excess bear all costs of $15,000such tests, other than budgeted itemsmaintenance and repair work; (e) during emergency situations, without furnish the prior approval of OWNER except in circumstances which MANAGER reasonably believes constitutes an emergency requiring immediate action Company with skilled technical and electronic personnel and the Company will reimburse Manager for the preservation or safety cost of such personnel; (f) make available to the Plant or its occupants or Company methods of marketing, advertising and otherwise obtaining subscribers for the services offered by the Managed System; (g) coordinate marketing, advertising and publicity for the Managed System; (h) recruit, train and supervise employees as may be required from time to avoid the suspension time, including but not limited to, a system general manager, manager of any necessary service; (m) use its best efforts to cause the Plant programming origination, engineer, technicians, linemen, office manager and its operations to comply with all applicable laws and regulations; (n) act in compliance with OWNER's Operating Agreement and other governing documents provided that clerical employees; (i) MANAGER has actual knowledge perform all other services required for the successful operation of OWNER's Operating Agreement the Managed System except those services normally rendered by the system general manager, superintendent of maintenance-construction, sales manager, manager of program origination, technicians, linemen and other governing documentsclerical employees, and any amendments thereto, and (ii) it being the terms intent of this Agreement that the Company shall not altered or amended pay the salaries of and other employment expenses relating to all such persons employed by any Manager with respect to Manager's management of the terms Managed System; (j) supervise preventive maintenance of OWNERthe Managed System; (k) supervise testing of the Managed System in connection with compliance with Federal Communications Commission's Operating Agreement rules and other governing documents regulations; and any amendments thereto; (ol) reasonably cooperate with OWNER and its attorneys and accountants in making any disclosures required by the Securities Act of 1933 and the Securities Exchange Act of 1934 or any other securities laws; (p) recommend and, subject make recommendations to the approval management of OWNER, cause all such acts and things the Company through reports in a form satisfactory to be done in or about them regarding the Plant as shall be necessary to comply with any and all orders or violations affecting status of the Plant placed thereon by any federal, state or municipal authority having jurisdiction thereover, subject to OWNER's duties in paragraph 6(a); (q) cooperate with OWNER's accountants in regard to operation of the preparation and filing on behalf of OWNER of any income or other tax return; and (r) provide benchmarking services to OWNER as described on EXHIBIT A attached heretoManaged System.

Duties of Manager. MANAGER is hereby authorized and directed by OWNER to do all of the following and agrees, in each case on behalf of and at the expense of OWNER, to: (a) use commercially reasonable efforts to obtain permits and licenses required for the construction and/or operation of the Plant and ensure the continous compliance with all regulatory matters to which the plant may be subject; (b) perform start up and operational monitoring and reporting and conduct review of physical performance compared to plan and compared to vendor guarantees; (c) supervise and direct the general operations of the Plant and operate it efficiently and effectively; (bd) hire, pay, supervise and discharge all employees necessary to properly maintain and operate the Plant in accordance with OWNER's ’s terms and conditions of employment, provided, however, that MANAGER shall obtain the approval of OWNER prior to reassigning or terminating the Plant Controller, which approval shall not be unreasonably withheld, employment and cause to be prepared and timely filed and paid all necessary returns, forms and payments in connection with unemployment insurance, withholding, social security and other like benefits and taxes, all such employees are to be employees of OWNER MANAGER and not of MANAGER OWNER (notwithstanding the above, OWNER shall retain the right to unilaterally terminate the services of the Plant Manager and/or the Plant Controller); (ce) prepare or cause to be prepared for review and approval of OWNER an annual operating budget setting forth the anticipated income and expenses for the Plant for the ensuing year, a comparison of such budget to the income and expenses of the preceding and current years, and any required explanations with respect thereto; (df) set up and keep in good order separate, accurate and adequate accounting records to be maintained for OWNER, and maintain orderly files containing income records, insurance policies, leases and subleases, correspondence, receipted bills and vouchers, and all other documents pertaining to the Plant or the operation thereof, and prepare or cause to be prepared for OWNER monthly and annual statements of account as of the end of each month and year, all in accordance with paragraph 28; (eg) check all bills received for services, work and supplies ordered in connection with maintaining and operating the Plant and pay, with OWNER's ’s funds, or cause to be paid all such expenses, mortgage interest and amortization, ground rent, water charges, sewer rent, assessments, real estate taxes, and other taxes assessed against the Plant as and when the same shall become due and payable; (fh) establish and maintain the Accounts; collect payments from customers of the Plant and take any and all actions MANAGER deems necessary or desirable to collect such payments; deposit such payments into, and withdraw or disburse such amounts from, the Accounts; all in accordance with paragraph 12. (gi) comply with all covenants of OWNER under the terms of any mortgage loan affecting the Plant, subject to OWNER's ’s duties in paragraph 6(a); (hj) cause to be effected and maintained on the Plant the insurance referred to in paragraph 29; (ik) notify OWNER and applicable insurance carriers of policies under paragraph 29 of any serious bodily injury (including death) to any Person and any substantial property damage, or claims as to either, that MANAGER has knowledge of or should have knowledge of, and deliver to OWNER any legal process received by it which affects or may affect OWNER or the Plant; (jl) contract for and cause the purchase of all services, grains, supplies and other materials necessary for the Plant to produce the Products and contract for and cause the marketing and sale of the Products; provided, however, MANAGER shall not contract with an affiliate of MANAGER for any of the items stated in this paragraph 3(j), 3(l) without the prior approval of OWNER; (km) contract for electricity, natural gas, water, waste waterwater treatment or disposal, fuel oil, rubbish and snow removal, vermin extermination and such other services or such of them as MANAGER deems necessary or advisable, provided, however, MANAGER shall not contract for electricity, natural gas, water and waste water without the prior approval of OWNER; (ln) contract for and cause the Plant and all fixtures, furnishings, equipment, supplies, tools, and other materials and facilities thereof to be maintained in good order and condition; to cause all routine repairs, replacements and alterations to be made thereto; and to purchase such items MANAGER deems necessary or desirable for the operation and maintenance of the Plant; provided, howeverall in such amounts as may be within OWNER’s budget and/or as may be authorized by OWNER’s board of directors from time to time, that MANAGER shall not contract for any particular item involving an expenditure in excess of $15,000, other than budgeted items, without the prior approval of OWNER except in circumstances which MANAGER reasonably believes constitutes constitute an emergency requiring immediate action for the preservation or safety of the Plant or its occupants or to avoid the suspension of any necessary service; (mo) use its best commercially reasonable efforts to cause the Plant and its operations to comply with all applicable laws and regulations; (np) act in compliance with OWNER's Operating Agreement ’s operating agreement, as amended from time to time, and other governing documents provided that (i) MANAGER has actual knowledge of OWNER's Operating Agreement ’s operating agreement and other governing documents, and any amendments thereto, and (ii) the terms of this Agreement shall not be altered or amended by any of the terms of OWNER's Operating Agreement ’s operating agreement and other governing documents and any amendments thereto; (oq) reasonably cooperate with OWNER and its attorneys and accountants in making any disclosures required by the Securities Act of 1933 and the Securities Exchange Act of 1934 or any other securities laws; (pr) recommend and, subject to the approval of OWNER, cause all such acts and things to be done in or about the Plant as shall be necessary to comply with any and all orders or violations affecting the Plant placed thereon by any federal, state state, county or municipal authority having jurisdiction thereover, subject to OWNER's ’s duties in paragraph 6(a); (qs) cooperate with OWNER's ’s accountants in regard to the preparation and filing on behalf of OWNER of any income or other tax return; and (rt) provide benchmarking services adhere to OWNER as any policies or procedures announced by OWNER’s board of directors related to the duties of the MANAGER described on EXHIBIT A attached heretoabove.

Duties of Manager. MANAGER is hereby authorized and directed by OWNER to do all of the following and agreesRCC shall, in each case on behalf of and as agent for and at the expense of OWNER, perform all services reasonably required in connection with the prudent day-to: (a) supervise -day management and direct the general operations operation of the Plant PROJECTS. RCC agrees to provide and operate perform the services and duties required of it efficiently in a prudent manner, and effectively; (b) hire, pay, supervise shall diligently and discharge all employees necessary to properly maintain faithfully manage and operate the Plant PROJECTS in accordance with standards reasonably applicable to projects of similar size and character and, subject to the terms hereof, in compliance with all mortgages, leases, budgets, cash and financial constraints and other Agreements it knows of and or is made or becomes aware of pertaining to or governing the operation of the PROJECTS, in compliance with the requirements of all controlling governmental authorities, and in compliance with reasonable directions made by OWNER from time to time. 2.01 After the execution of this Agreement, prior to the commencement date of each calendar year thereafter (if this Agreement is still in full force and effect), to submit to OWNER for OWNER's approval, proposed operating budgets for the PROJECTS, setting forth the estimated receipts and expenses relating to the PROJECTS for the ensuing calendar year. From time to time during the calendar year as and when revisions in the APPROVED BUDGET become necessary both the OWNER and RCC shall review and agree on same. If OWNER does not approve of any budget submitted by RCC, OWNER shall give RCC written notice of such disapproval within ten (10) days after the budget is submitted to OWNER, which notice shall specify the line items or amounts that are not approved by OWNER and shall set forth reasonable alternative line items and/or amounts satisfactory to OWNER. If such written notice of disapproval is not received by RCC within ten (10) days, then the budget shall be deemed approved by the OWNER, subject to above noted revisions. If RCC agrees to OWNER's changes in any budget, RCC shall so notify OWNER in writing within ten (10) days after receipt of OWNER's notice, and if not then the parties shall meet or discuss in good faith and resolve any differences within thirty (30) days after RCC's receipt of OWNER's revised budget. The operating budget, as approved by the OWNER is hereinafter referred to as the "APPROVED BUDGET". RCC shall in good faith use its best efforts as economically reasonable and typical to implement the APPROVED BUDGET and shall be authorized, without the need for further approval of OWNER, to make the expenditures and incur the obligations provided for in the APPROVED BUDGET. In the event that a submitted budget is rejected by OWNER, RCC shall operate under the last APPROVED BUDGET on an item-by-item basis until a revised budget is approved in writing by OWNER. 2.02 To use its best efforts to lease space now or hereafter becoming vacant, including but not limited to the subcontracting to local agents, a portion of same. 2.03 OWNER shall from time to time establish and notify RCC in writing of reasonable guidelines for the basic rents, terms and conditions provisions to be contained in tenant leases, and RCC may execute leases as OWNER's agent and on behalf of employmentOWNER on terms not less favorable to OWNER than those set forth in such guidelines, or on such other terms as are approved by OWNER in writing. OWNER has set out an approved lease form and shall have the right to direct RCC as to reasonable lease terms to be utilized in the leasing of space within the PROJECTS and, in that event, RCC shall be authorized to execute leases for the PROJECTS on such form(s); provided, however, that MANAGER no such lease shall obtain contain any changes which are material and adverse to OWNER, without OWNER's prior consent. In addition to RCC'S authority granted herein to execute leases as OWNER's agent, at the approval request of RCC, and upon OWNER's approval, OWNER will execute a lease or give RCC specific authority to execute a lease otherwise found acceptable to OWNER. 2.04 To perform all OWNER's obligations to the tenants of the PROJECTS pursuant to the various tenant leases, and to respond to all tenant requests and complaints. 2.05 To collect all rents and other monies of any kind whatsoever due OWNER from tenants and to take any and all action which is reasonably necessary to enforce such collection of rents due OWNER from the various tenants of the PROJECTS or enforce their respective lease obligations, include filing of suit; to sign and serve in the name of OWNER prior such notices as are deemed necessary by RCC in enforcement of the tenant leases; to reassigning institute and prosecute legal actions or terminating proceedings for the Plant Controllercollection of rent and other monies due OWNER, which approval shall not be unreasonably withheldthe enforcement of the PROJECTS' leases and/or the dispossession of the various tenants of the PROJECTS, and cause in connection therewith to engage legal counsel, and where expedient, to settle, compromise and release such actions or proceedings or reinstate such tenancies. 2.06 To advise the OWNER promptly, with confirmation in writing, of the service upon or delivery to RCC of any summons, subpoena, or other legal document including, without limitation, notices, letters or other communications setting out or claiming an actual or alleged potential liability of OWNER or any violation of any statute, ordinance, law or other governmental rule or regulation. 2.07 To promptly notify OWNER of any actual or threatened condemnation which RCC has actual notice of and which may effect the PROJECTS or the area in the general vicinity thereof. 2.08 To obtain and renew such permits and licenses as shall be prepared and timely filed and paid all necessary returns, forms and payments in connection with unemployment insurancethe management and operation of the PROJECTS and comply where reasonably possible with all statutes, withholdingordinances, social security laws or other governmental rules or regulations. 2.09 To contract for, purchase and pay for all utilities, repairs, maintenance, services, alterations, equipment, personal property, supplies and materials as may be deemed necessary or appropriate from time to time in connection with the prudent management and operation of the PROJECTS, and to do all things necessary to maintain the PROJECTS in a clean, safe and orderly condition, subject to the limitations set forth in Section 3. 2.10 To administer and supervise all contracts on Owner's behalf, and the obligations of the contracting parties, for all services, labor and materials to be supplied to or for the PROJECTS. 2.11 To promptly and timely pay all debts and other like benefits obligations of OWNER with respect to the PROJECTS, including amounts due pursuant to mortgage loans encumbering the PROJECTS, and all sales and use taxes, and real estate taxes, assessments, and like charges, unless otherwise directed by OWNER, providing cash is available to do so. 2.12 To establish and maintain, as are now provided, accurate and complete books of account with proper entries of all such employees receipts, income and disbursements pertaining to the PROJECTS, which books of account shall be employees and remain the property of OWNER and not of MANAGER (notwithstanding the aboveshall be available to OWNER and its representative for inspection at any time during regular business hours, OWNER shall retain the right and to unilaterally terminate the services prepare and furnish reasonable financial reports and statements of the Plant Controller); (c) prepare or cause to be prepared for review and approval of OWNER an annual operating budget setting forth the anticipated income and expenses for the Plant for the ensuing year, a comparison of such budget to the income and expenses of the preceding and current years, and any required explanations with respect thereto; (d) set up and keep in good order separate, accurate and adequate accounting records to be maintained for OWNER, and maintain orderly files containing income records, insurance policies, leases and subleases, correspondence, receipted bills and vouchers, and all other documents pertaining to the Plant or the operation thereof, and prepare or cause to be prepared for OWNER monthly and annual statements of account as of the end of each month and year, all PROJECTS activities in accordance with paragraph 28;provisions of Section 6 of this Agreement. (e) check 2.13 To review all bills and statements received for services, work work, supplies and supplies ordered other expenditures incurred by or on behalf of OWNER in connection with maintaining the maintenance, operation and operating property level ownership of the Plant PROJECTS and pay, with OWNER's funds, to pay or cause to be paid in a timely fashion all such expenses, mortgage interest unless otherwise directed by OWNER. 2.14 To review and amortizationmake comment on, ground rentat the request of OWNER, water chargesall hazard, sewer rentliability and other insurance carried for or by OWNER in connection with the PROJECTS. All insurance liability policies shall name RCC, assessments, real estate taxesits agents and employees as an additional insured, and shall provide that the policy may not be canceled or the coverage reduced without at least thirty (30) days written notice to RCC. RCC shall have the power and authority to settle and compromise claims against insurance companies, provided however that in the event any settlement would be insufficient to cover any loss incurred by, or claim against OWNER for which the insurance proceeds are payable (exclusive of any deductible) RCC shall not settle or compromise such claim without the written consent of OWNER. 2.15 To perform any and all other taxes assessed against the Plant as acts, and when the same shall become due and payable; (f) establish and maintain the Accounts; collect payments from customers of the Plant and to take any and all actions MANAGER deems other action, reasonably necessary or desirable to collect such payments; deposit such payments into, appropriate in the prudent management and withdraw or disburse such amounts from, the Accounts; all in accordance with paragraph 12. (g) comply with all covenants of OWNER under the terms of any mortgage loan affecting the Plant, subject to OWNER's duties in paragraph 6(a); (h) cause to be effected and maintained on the Plant the insurance referred to in paragraph 29; (i) notify OWNER and applicable insurance carriers of policies under paragraph 29 of any serious bodily injury (including death) to any Person and any substantial property damage, or claims as to either, that MANAGER has knowledge of or should have knowledge of, and deliver to OWNER any legal process received by it which affects or may affect OWNER or the Plant; (j) contract for and cause the purchase of all services, grains, supplies and other materials necessary for the Plant to produce the Products and contract for and cause the marketing and sale operation of the Products; provided, however, MANAGER shall not contract with an affiliate of MANAGER for any of the items stated in this paragraph 3(j), without the prior approval of OWNER; (k) contract for electricity, natural gas, water, waste water, fuel oil, rubbish and snow removal, vermin extermination and such other services or such of them as MANAGER deems necessary or advisable, provided, however, MANAGER shall not contract for electricity, natural gas, water and waste water without the prior approval of OWNER; (l) contract for and cause the Plant and all fixtures, furnishings, equipment, supplies, tools, and other materials and facilities thereof to be maintained in good order and condition; to cause all routine repairs, replacements and alterations to be made thereto; and to purchase such items MANAGER deems necessary or desirable for the operation and maintenance of the Plant; provided, however, that MANAGER shall not contract for any particular item involving an expenditure in excess of $15,000, other than budgeted items, without the prior approval of OWNER except in circumstances which MANAGER reasonably believes constitutes an emergency requiring immediate action for the preservation or safety of the Plant or its occupants or to avoid the suspension of any necessary service; (m) use its best efforts to cause the Plant and its operations to comply with all applicable laws and regulations; (n) act in compliance with OWNER's Operating Agreement and other governing documents provided that (i) MANAGER has actual knowledge of OWNER's Operating Agreement and other governing documents, and any amendments thereto, and (ii) the terms of this Agreement shall not altered or amended by any of the terms of OWNER's Operating Agreement and other governing documents and any amendments thereto; (o) reasonably cooperate with OWNER and its attorneys and accountants in making any disclosures required by the Securities Act of 1933 and the Securities Exchange Act of 1934 or any other securities laws; (p) recommend and, subject to the approval of OWNER, cause all such acts and things to be done in or about the Plant as shall be necessary to comply with any and all orders or violations affecting the Plant placed thereon by any federal, state or municipal authority having jurisdiction thereover, subject to OWNER's duties in paragraph 6(a); (q) cooperate with OWNER's accountants in regard to the preparation and filing on behalf of OWNER of any income or other tax return; and (r) provide benchmarking services to OWNER as described on EXHIBIT A attached heretoPROJECTS.

Duties of Manager. MANAGER is hereby authorized (a) The Manager shall, as a Company expense to the extent provided in Section 7.6(a), use commercially reasonable efforts to implement the Annual Budget and directed by OWNER shall otherwise perform those duties set forth below, and shall have the authority to do all of perform the following and agreesduties described in this Section 7.2 or as otherwise specifically set forth herein, in each case instance subject to the requirement of receiving the prior approval of Investor, if and when required by the terms hereof. Specifically, the Manager shall: (i) subject to there being adequate Company funds therefor, conduct the business of the Company on a day-to-day basis, and use diligent efforts to cause such operations to be conducted in accordance with the then applicable Annual Budget, which duties may be discharged by delegating the same to Hotel Operator pursuant to the Hotel Management Agreement; (ii) subject to the limitations set forth in this Agreement, enter into contracts for the Property or Company Assets on behalf of the Company and at the expense Subsidiaries in accordance with the then applicable Annual Budget, and make expenditures as are required to implement such Annual Budget, but only to the extent that any such expenditures and amounts required to be paid by the Company or the Subsidiaries under such contracts, and other instruments and documents are consistent with the parameters set forth in such Annual Budget or otherwise authorized by the Members or the terms of OWNER, to:this Agreement; and (aiii) supervise perform such other duties and obligations as Investor and JMIR shall agree from time to time. Subject to any right provided to the Manager to be reimbursed for Company expenses pursuant to Section 7.6(a), and subject further to the fees authorized pursuant to the provisions of Section 7.6(b), the Manager shall not otherwise be entitled to receive any fees or other compensation in respect of any duties or services, and will not receive reimbursement for compensation payable to any of its employees or other direct the general operations of the Plant or indirect overhead which may be attributable to such duties and operate it efficiently and effectively;services. (b) hireNotwithstanding anything to the contrary contained in Section 7.4(a), pay, supervise and discharge all employees necessary to properly maintain and operate if at the Plant in accordance with OWNER's terms and conditions beginning of employment, provided, however, that MANAGER shall obtain any calendar year the approval of OWNER prior to reassigning Annual Budget or terminating the Plant Controller, which approval any item or portion thereof shall not be unreasonably withheldhave been Approved by Investor, and cause to be prepared and timely filed and paid all necessary returns, forms and payments in connection with unemployment insurance, withholding, social security and other like benefits and taxes, all such employees to be employees of OWNER and not of MANAGER (notwithstanding the above, OWNER shall retain the right to unilaterally terminate the services of the Plant Controller); (c) prepare or cause to be prepared for review and approval of OWNER an annual operating budget setting forth the anticipated income and expenses for the Plant for the ensuing year, a comparison of such budget to the income and expenses of the preceding and current years, and any required explanations with respect thereto; (d) set up and keep in good order separate, accurate and adequate accounting records to be maintained for OWNER, and maintain orderly files containing income records, insurance policies, leases and subleases, correspondence, receipted bills and vouchers, and all other documents pertaining to the Plant or the operation thereof, and prepare or cause to be prepared for OWNER monthly and annual statements of account as of the end of each month and year, all in accordance with paragraph 28; (e) check all bills received for services, work and supplies ordered in connection with maintaining and operating the Plant and pay, with OWNER's funds, or cause to be paid all such expenses, mortgage interest and amortization, ground rent, water charges, sewer rent, assessments, real estate taxes, and other taxes assessed against the Plant as and when the same shall become due and payable; (f) establish and maintain the Accounts; collect payments from customers of the Plant and take any and all actions MANAGER deems necessary or desirable to collect such payments; deposit such payments into, and withdraw or disburse such amounts from, the Accounts; all in accordance with paragraph 12. (g) comply with all covenants of OWNER under the terms of any mortgage loan affecting the Plant, subject to OWNER's duties in paragraph 6(a); (h) cause to be effected and maintained on the Plant the insurance referred to in paragraph 29;then: (i) notify OWNER any items or portions of the Annual Budget and applicable insurance carriers amounts of policies under paragraph 29 of any serious bodily injury (including death) expenses provided therein which have been so Approved shall become operative immediately and the Manager shall be entitled to any Person and any substantial property damage, or claims as to either, that MANAGER has knowledge of or should have knowledge of, and deliver to OWNER any legal process received by it which affects or may affect OWNER or the Plantexpend funds in accordance with those operative portions; (jii) contract for and cause with respect to the purchase Annual Budget, the Manager shall be entitled to, and, subject to there being adequate Company funds therefor, shall (to the extent necessary), expend, in respect of all servicesnon-capital, grainsrecurring expenses in any month of the then-current calendar year, supplies and other materials necessary an amount equal to the budgeted amount for the Plant to produce the Products and contract for and cause the marketing and sale corresponding month of the Products; providedimmediately preceding calendar year, however, MANAGER shall not contract with an affiliate of MANAGER for as set forth on the immediately preceding calendar year Annual Budget after giving effect to any of dispositions or other material changes to the items stated in this paragraph 3(j), without Company Assets during the prior approval of OWNER; (k) contract for electricity, natural gas, water, waste water, fuel oil, rubbish and snow removal, vermin extermination and such other services or such of them as MANAGER deems necessary or advisable, provided, however, MANAGER shall not contract for electricity, natural gas, water and waste water without the prior approval of OWNER; (l) contract for and cause the Plant and all fixtures, furnishings, equipment, supplies, tools, and other materials and facilities thereof to be maintained in good order and condition; to cause all routine repairs, replacements and alterations to be made thereto; and to purchase such items MANAGER deems necessary or desirable for the operation and maintenance of the Plantcurrent year; provided, however, that MANAGER shall not if any contract Approved by Investor or entered into pursuant to the provisions hereof provides for any particular item involving an expenditure automatic increase in excess of $15,000, other than budgeted items, without costs thereunder after the prior approval of OWNER except in circumstances which MANAGER reasonably believes constitutes an emergency requiring immediate action for the preservation or safety beginning of the Plant then current calendar year, then the Manager shall be entitled to expend the amount of such increase; and (iii) the Manager shall be entitled to, and, subject to there being adequate Company funds therefor, shall, expend funds in respect of Debt Service Payments on the Company’s or its occupants any Subsidiary’s Financing (including the expense of curing any defaults thereunder), utilities, real estate taxes and assessments, insurance premiums, emergency repairs, any annual or other periodic costs, fees, dues or other amounts required to avoid be paid pursuant to the suspension Hotel Management Agreement or pursuant to the Franchise Agreement, regardless of whether the Annual Budget has been approved or whether such expenditures exceed the amounts provided for in the applicable Annual Budget (all of the foregoing described in this clause (iii), collectively, “Necessary Expenses”). (c) Subject to the availability of adequate funds therefor from Revenues from operations, Capital Contributions or other sources, and subject further, in any event, to the provisions of Section 7.4 and any other relevant provisions hereof, in addition to and without limiting any other duties set forth in this Agreement, the Manager shall, as a Company expense to the extent provided in Section 7.6(a): (i) oversee, coordinate and process the operations of the Company on a day-to-day basis, including without limitation, the management, servicing, leasing, development, renovation and sale of any necessary serviceand all of the assets which comprise any portion of the Company Assets, and prepare all communications with Hotel Operator, any property manager, any tenant, lender and any other relevant third parties; (mii) take all proper and necessary actions reasonably required to cause the Company and the Subsidiaries at all times (A) to perform and comply with the terms and provisions (including without limitation, any provisions requiring the expenditure of funds by the Company) of the Transaction Documents and any mortgage, lease, or other contract, instrument or agreement to which the Company or any Subsidiary is a party or is bound, or which affects all or any portion of the Company Assets or the operation thereof and (B) to enforce the terms of such agreements against third parties unless in either case of (A) or (B) such failure to perform, comply or enforce arises at the express written direction of Investor or with the prior Approval of Investor; (iii) pay in a timely manner all non-disputed operating expenses of the Company and the Subsidiaries in accordance with the terms of the then current Annual Budget or as otherwise provided herein; (iv) deliver to the other Members promptly upon the receipt or sending thereof, copies of all material notices, reports and communications (other than routine, usual and customary notices and other standard communications) between the Company and the Subsidiaries and any lender, manager, governmental agencies, Hotel Operator, franchisor, neighboring property owners, community groups and other relevant third parties affecting all or any portion of any Company Assets, or any of such other parties, which relates to any existing or pending default thereunder or to any financial or operational information required by such Person; (v) assist in the management and administration of the process of selling and financing all or any portion of the Company Assets; (vi) if and to the extent the Manager delegates to Hotel Operator, any loan servicer or property manager (previously Approved by Investor) or subcontracts with any third party or Affiliate for the performance of any of the services to be performed by the Manager, supervise and oversee the performance of the services performed by such third parties or Affiliates and use its best commercially reasonable efforts to cause the Plant same to be performed in the manner required hereunder; and (vii) execute and its operations deliver agreements, certificates and similar documents (in the name or on behalf of the Company) which are necessary to comply with maintain the Financing, obtain and/or maintain any third party loan pursuant to any Financing Documents Approved by Investor, as well as manage any approved financing or refinancing, on terms Approved by Investor. (viii) to implement all applicable laws and regulationsdecisions (including Major Decisions) approved by the Members (to the extent such approval is required hereunder); (nix) act to negotiate and execute all Financing Documents in compliance connection with OWNER's Operating a Financing, and to negotiate and execute such documents as necessary to prepay in whole or in part, refinance, recast, increase, modify or extend any such Financing affecting the Company or the Company Assets, provided that no guaranties or credit enhancements can be required from any Member or its Affiliates without such party’s consent (however, in connection with the Company entering into the Franchise Agreement, the Guaranty Sharing Agreement shall be executed); (x) to hold assets of the Company in the name of one or more trustees, nominees, other agents, or directly or indirectly through one or more entities owned in whole or in part, directly or indirectly, by the Company, including through Subsidiaries; (xi) to open and maintain separate bank accounts (or authorize the Hotel Operator to open and maintain the same) for funds of the Company and its Subsidiaries in the name of the Company (or its Subsidiaries) and designate the Persons authorized on behalf of the Company (or its Subsidiaries) to make deposits therein (including all receipts from operations of the Company Assets) and withdrawals therefrom, and not commingle any funds in such accounts with any other funds or accounts of Manager (or Hotel Operator, if applicable); (xii) to obtain and maintain such insurance as the Manager deems appropriate or as required by Investor to protect the Company Assets and the Indemnified Parties and otherwise as may be necessary to satisfy the Annual Budget and any contractual undertakings of the Company and pay all non disputed taxes, assessments, charges and fees payable in connection with the ownership, use and occupancy of the Company Assets; (xiii) to establish and maintain Reserves identified in the Annual Budget (or as otherwise approved by the Members), including to fund improvements and leasing costs and non-recurring Capital Expenditures and to meet indemnity and other governing documents provided that obligations, and to fund such Reserves with Company Assets or borrowed funds (or as otherwise approved by the Members); and (xiv) to take any other action in furtherance of the Company’s stated purpose under this Agreement unless consent of one or more of the Members is otherwise expressly required hereunder and has not been given. If any of the Manager’s duties set forth herein are to be performed by the Hotel Operator under the Hotel Management Agreement, then the Manager’s obligation with respect to such duties shall be limited to using commercially reasonable efforts to enforce the terms of the Hotel Management Agreement (subject to this Agreement) unless such failure to enforce arises (1) solely at the express written direction of Investor or (2) with the prior Approval of Investor. (d) Notwithstanding anything to the contrary contained in this Agreement, Investor shall have the absolute right, power and authority at any time upon and after (i) MANAGER has actual knowledge the occurrence of OWNER's Operating Agreement and other governing documentsany For Cause Event (as set forth in Section 7.2(e) below), and any amendments thereto, and (ii) the terms occurrence of any “For Cause Event” (as defined in the Sister Company LLC Agreement), (iii) the occurrence of any Event of Default (as set forth in Article XII), or (iv) the occurrence of any “Event of Default” (as defined in the Sister Company LLC Agreement) by JMIR or JMIR Manager to remove JMIR Manager as the Manager and appoint or designate a replacement. (e) Upon and after the occurrence of any For Cause Event as described in this Section 7.2(e), or Section 7.2(e) of the Sister Company LLC Agreement or any Event of Default with respect to JMIR or JMIR Manager under this Agreement or the Sister Company LLC Agreement, Investor shall have the right in its sole and absolute discretion to terminate JMIR Manager as the Manager by the delivery of written notice and, upon any such termination (i) Investor may designate a successor Manager (which may be itself or an Affiliate of Investor), (ii) if such For Cause Event did not arise in connection with the death, disability or incompentency of Xxxxxxx X. Xxxx, Xxxx X. Xxxxxx, Xx. or Xxxx X. Xxxxxxx, any distributions to the Members under Section 5.3 shall no longer be made under Section 5.3 hereof and from that time forward shall be made instead under Section 5.4 hereof, and (iii) Investor may deliver an Offer Notice under Section 10.2(a) and, notwithstanding anything to the contrary contained in this Agreement, Investor shall have the unilateral right and authority to make all decisions on behalf of the Company and cause the Company to take any and all actions which Investor, in its sole discretion, may determine. For the purposes of this Agreement Agreement, a “For Cause Event” shall not altered or amended by mean any of the terms of OWNER's Operating Agreement and other governing documents and any amendments thereto; (o) reasonably cooperate with OWNER and its attorneys and accountants in making any disclosures required by the Securities Act of 1933 and the Securities Exchange Act of 1934 or any other securities laws; (p) recommend and, subject to the approval of OWNER, cause all such acts and things to be done in or about the Plant as shall be necessary to comply with any and all orders or violations affecting the Plant placed thereon by any federal, state or municipal authority having jurisdiction thereover, subject to OWNER's duties in paragraph 6(a); (q) cooperate with OWNER's accountants in regard to the preparation and filing on behalf of OWNER of any income or other tax return; and (r) provide benchmarking services to OWNER as described on EXHIBIT A attached hereto.following:

Duties of Manager. MANAGER is hereby authorized and directed by OWNER to do Beginning on the Effective Date, Manager's obligations hereunder shall include, but not be limited to, the following obligations, all of which are subject to the following terms hereof (including without limitation the terms contained in Section 2.1(c) above) and agrees, the controls and restrictions in each case on behalf of and at the expense of OWNER, toOperations Manual: (a) supervise and direct the general operations Manage all aspects of the Plant Facility in accordance with the Operations Manual and operate it efficiently the terms of this Agreement, including but not limited to managing events, purchasing, payroll, fire prevention, security, crowd control, routine repairs, preventative maintenance, janitorial services, promotions, advertising, energy conservation, security, box office, admission procedures, parking, and effectively;general user services. The parties acknowledge that the University may itself provide certain services at the Facility. In such event, the costs of such services shall be at standard and customary rates, within the guidelines of the Operating Budget (as defined in Section 9.1). (b) hireEstablish and adjust prices, payrates and rate schedules for user, supervise license, concessions, occupancy, and discharge advertising agreements, and booking commitments. (c) As agent for the University, procure, negotiate, execute in the University’s name, administer and assure compliance with service contracts (including without limitation contracts for ticketing, engineering services, electricity, steam, gas, fuel, maintenance, telephone, staffing personnel including guards and ushers, extermination and other services which are deemed by Manager to be either necessary or useful in operating the Facility), vendor and merchandising agreements, user/rental agreements, booking commitments, licenses, and all employees necessary other contracts or agreements required in the ordinary course of business in operating the Facility. Prior to properly maintain procuring any such services, Manager shall coordinate with the University to determine if the University already has an established vendor(s) that can provide any or all of the above-referenced services at a favorable cost. Manager shall use reasonable efforts to negotiate and operate have included in such contracts favorable terms regarding the Plant in accordance with OWNER's terms and conditions timing of employment, provided, however, that MANAGER payments to the University. Manager shall obtain the prior approval of OWNER prior to reassigning or terminating the Plant Controller, University (which approval shall not be unreasonably withheldwithheld or delayed) before entering into any such contract (i) with Manager's parent, and cause to be prepared and timely filed and paid all necessary returnsaffiliates, forms and payments in connection or related entities, (ii) with unemployment insurancea term longer than the Term, withholding, social security and other like benefits and taxes, all such employees to be employees of OWNER and not of MANAGER or (notwithstanding the above, OWNER shall retain the right to unilaterally terminate the services iii) which includes a barter or trade arrangement as a material term of the Plant Controller); (c) prepare or cause to be prepared for review and approval of OWNER an annual operating budget setting forth the anticipated income and expenses for the Plant for the ensuing year, a comparison of such budget to the income and expenses of the preceding and current years, and any required explanations with respect thereto;contract. (d) set up Require that all material vendors and keep in good order separate, accurate licensees of the Facility execute vendor/license agreements containing standard indemnification and adequate accounting records to be maintained for OWNERinsurance obligations on the part of each such vendor/licensee, and maintain orderly files containing income records, insurance policies, leases and subleases, correspondence, receipted bills and vouchers, and all other documents pertaining to provide the Plant or the operation thereof, and prepare or cause to be prepared for OWNER monthly and annual statements University with a copy of account as of the end of each month and year, all in accordance with paragraph 28; (e) check all bills received for services, work and supplies ordered in connection with maintaining and operating the Plant and pay, with OWNER's funds, or cause to be paid all such expenses, mortgage interest and amortization, ground rent, water charges, sewer rent, assessments, real estate taxes, and other taxes assessed against the Plant as and when the same shall become due and payable; (f) establish and maintain the Accounts; collect payments from customers of the Plant and take any and all actions MANAGER deems necessary or desirable to collect such payments; deposit such payments into, and withdraw or disburse such amounts from, the Accounts; all in accordance with paragraph 12. (g) comply with all covenants of OWNER under the terms of any mortgage loan affecting the Plant, subject to OWNER's duties in paragraph 6(a); (h) cause to be effected and maintained on the Plant the insurance referred to in paragraph 29; (i) notify OWNER and applicable insurance carriers of policies under paragraph 29 of any serious bodily injury (including death) to any Person and any substantial property damage, or claims as to either, that MANAGER has knowledge of or should have knowledge of, and deliver to OWNER any legal process received by it which affects or may affect OWNER or the Plant; (j) contract for and cause the purchase of all services, grains, supplies and other materials necessary for the Plant to produce the Products and contract for and cause the marketing and sale of the Products; provided, however, MANAGER shall not contract with an affiliate of MANAGER for any of the items stated in this paragraph 3(j), without the prior approval of OWNER; (k) contract for electricity, natural gas, water, waste water, fuel oil, rubbish and snow removal, vermin extermination and such other services or such of them as MANAGER deems necessary or advisable, provided, however, MANAGER shall not contract for electricity, natural gas, water and waste water without the prior approval of OWNER; (l) contract for and cause the Plant and all fixtures, furnishings, equipment, supplies, tools, and other materials and facilities thereof to be maintained in good order and condition; to cause all routine repairs, replacements and alterations to be made thereto; and to purchase such items MANAGER deems necessary or desirable for the operation and maintenance of the Plant; provided, however, that MANAGER shall not contract for any particular item involving an expenditure in excess of $15,000, other than budgeted items, without the prior approval of OWNER except in circumstances which MANAGER reasonably believes constitutes an emergency requiring immediate action for the preservation or safety of the Plant or its occupants or to avoid the suspension of any necessary service; (m) use its best efforts to cause the Plant and its operations to comply with all applicable laws and regulations; (n) act in compliance with OWNER's Operating Agreement and other governing documents provided that (i) MANAGER has actual knowledge of OWNER's Operating Agreement and other governing documents, and any amendments thereto, and (ii) the terms of this Agreement shall not altered or amended by any of the terms of OWNER's Operating Agreement and other governing documents and any amendments thereto; (o) reasonably cooperate with OWNER and its attorneys and accountants in making any disclosures required by the Securities Act of 1933 and the Securities Exchange Act of 1934 or any other securities laws; (p) recommend and, subject to the approval of OWNER, cause all such acts and things to be done in or about the Plant as shall be necessary to comply with any and all orders or violations affecting the Plant placed thereon by any federal, state or municipal authority having jurisdiction thereover, subject to OWNER's duties in paragraph 6(a); (q) cooperate with OWNER's accountants in regard to the preparation and filing on behalf of OWNER of any income or other tax return; and (r) provide benchmarking services to OWNER as described on EXHIBIT A attached hereto.agreements within thirty

Duties of Manager. MANAGER is hereby authorized Subject to the conditions or limitations set forth herein, to such written instructions as may from time to time be imposed or given by Owner, and directed to the requirements of any law or administrative enactment applicable to the Property, Manager shall perform the following: a. Use its best efforts to lease and keep leased to desirable tenants, at best possible rentals and terms, all space held for lease. Manager shall abide by OWNER the provisions of any deed of trust, lease, or other agreements, now, or hereafter affecting such property (copies of all such documents shall be provided Manager). b. At the expense of Owner, promote such leasing by such use of advertising, floor plans, circulars, promotional aids and economic survey as it deems appropriate. c. Deal appropriately with all inquiries relating to do leases and lease renewals referred to it by the Owner, and all negotiations connected therewith sh211 be conducted by the Manager or under its direction. d. Use its best efforts to collect rent and other income from the Property. The Manager may, with the approval of Owner, compromise claims for such rent and other income and, at the expense of and with the approval of the following Owner, institute legal proceedings in its own name or in the name of the Owner (subject to real party in interest limitations) to collect the same, to oust or dispossess tenants or others occupying such real estate interest and agreesotherwise to enforce the rights of the Owner with respect thereto. e. At the expense of the Owner, cause to be made such ordinary repairs, alterations, and improvements to the real estate interests of the Owner and purchase such supplies and equipment for the maintenance and operation of such real estate interests as may be advisable or necessary (including, without limitation, such charges and expenses necessary to maintain the Property in at least as good condition, in each case all respects, as of the date hereof) and further to provide such additional services to tenants as may be required by their leases. f. At the expense of Owner, control and arrange for the payment of the cost, maintenance, and repairs but not incur extraordinary expenditures for any one invoice in excess of $2,500 without the approval of the Owner, except in those cases when, in its opinion as emergency necessitates so doing before the approval of the Owner can reasonably be obtained, or provided, however, that all such cases shall be reported to the Owner, with all reasonable promptness. g. Contract on behalf of the Owner and at the expense of OWNERthe Owner and pay for gas, to: (a) supervise and direct the general operations of the Plant and operate it efficiently and effectively; (b) hireelectricity, paysteam, supervise and discharge all employees necessary to properly maintain and operate the Plant in accordance with OWNER's terms and conditions of employmenttelephone, providedcommon area maintenance, however, that MANAGER shall obtain the approval of OWNER prior to reassigning or terminating the Plant Controller, which approval shall not be unreasonably withheld, and cause to be prepared and timely filed and paid all necessary returns, forms and payments in connection with unemployment insurance, withholding, social security and other like benefits and taxes, all such employees to be employees of OWNER and not of MANAGER (notwithstanding the above, OWNER shall retain the right to unilaterally terminate the services of the Plant Controller); (c) prepare or cause to be prepared for review and approval of OWNER an annual operating budget setting forth the anticipated income and expenses for the Plant for the ensuing year, a comparison of such budget to the income and expenses of the preceding and current years, and any required explanations with respect thereto; (d) set up and keep in good order separate, accurate and adequate accounting records to be maintained for OWNER, and maintain orderly files containing income records, insurance policies, leases and subleases, correspondence, receipted bills and vouchers, and all other documents pertaining to the Plant or the operation thereof, and prepare or cause to be prepared for OWNER monthly and annual statements of account as of the end of each month and year, all in accordance with paragraph 28; (e) check all bills received for services, work and supplies ordered in connection with maintaining and operating the Plant and pay, with OWNER's funds, or cause to be paid all such expenses, mortgage interest and amortization, ground rent, water charges, sewer rent, assessments, real estate taxesvermin exterminations, and other taxes assessed against services as may be advisable or appropriate in the Plant as operation and when the same shall become due and payable; (f) establish and maintain the Accounts; collect payments from customers maintenance of the Plant Property. It is understood that Manager is not assuming any obligation to pay said charges or expense out of its own funds. h. Engage and take any and all actions MANAGER discharge such employees as it deems necessary or desirable to collect such payments; deposit such payments into, and withdraw or disburse such amounts from, the Accounts; all in accordance with paragraph 12. (g) comply with all covenants of OWNER under the terms of any mortgage loan affecting the Plant, subject to OWNER's duties in paragraph 6(a); (h) cause to be effected and maintained on the Plant the insurance referred to in paragraph 29; (i) notify OWNER and applicable insurance carriers of policies under paragraph 29 of any serious bodily injury (including death) to any Person and any substantial property damage, or claims as to either, that MANAGER has knowledge of or should have knowledge of, and deliver to OWNER any legal process received by it which affects or may affect OWNER or the Plant; (j) contract for and cause the purchase of all services, grains, supplies and other materials necessary for the Plant to produce the Products and contract for and cause the marketing and sale of the Products; provided, however, MANAGER shall not contract with an affiliate of MANAGER for any of the items stated in this paragraph 3(j), without the prior approval of OWNER; (k) contract for electricity, natural gas, water, waste water, fuel oil, rubbish and snow removal, vermin extermination and such other services or such of them as MANAGER deems necessary or advisable, provided, however, MANAGER shall not contract for electricity, natural gas, water and waste water without the prior approval of OWNER; (l) contract for and cause the Plant and all fixtures, furnishings, equipment, supplies, tools, and other materials and facilities thereof to be maintained in good order and condition; to cause all routine repairs, replacements and alterations to be made thereto; and to purchase such items MANAGER deems necessary or desirable for the operation and maintenance of the Plant; providedreal estate interests of the Owner. Such employees shall be in the employ of the Manager, or such local agent or agents as may be retained by the Manager, and not in the employ of the Owner, however, Owner shall reimburse Manager for all salary, benefits, FICA and other direct employee expenses incurred by Agent for onsite personnel exclusive to this Property. The Owner further agree that MANAGER shall for one year following termination of the Management .4greement: said Owner or Asset Manager will not contract for attempt to hire or employ any particular item involving an expenditure in excess employee of $15,000, other than budgeted items, the Manager without the receiving prior approval of OWNER except in circumstances which MANAGER reasonably believes constitutes an emergency requiring immediate action for from the preservation or safety Manager. i. On behalf of the Plant Owner and at the expense of the Owner, pay mortgage interest and amortization, real estate taxes, water and sewer charges, and other charges or assessments of every nature with respect to the real estate interests of the Owner. The Manager may, in its occupants discretion reasonably exercise, defend against and seek revision of, or appeal from, any assessment or charge which it deems improper and all such actions may be taken in its name or in the name of the Owner subject to avoid real party in interest limitations. All monies so paid shall be from Owner funds. j. Purchase on behalf of, with the suspension approval or and at the expense of any necessary service;the Owner such insurance of every nature advisable to protect the real estate interests of the Owner, including but not limited to fire insurance, with extended coverage, boiler, elevator, public liability and Workmen’s Compensation Insurance. The Owner and the Manager shall be named as parties in interest in such policies of insurance and the policies or certificates of insurance shall be delivered to Owner. (m) use k. Use its best efforts to cause the Plant and its operations to comply with all applicable laws building codes, zoning and regulations;licensing requirements, and other requirements of the duly constituted federal. state: and local governmental authorities with respect to the real estate interests. (n) act in compliance with OWNER's Operating 1. Maintain one local separate b a d account for the deposit of funds received pursuant to this Agreement and other governing documents provided that to make disbursements therefrom pursuant to this Agreement. m. Maintain authorized representatives available at all reasonable times, upon or in close proximity to such Property, for the purpose of maintaining good tenant relations and otherwise performing its duties herein. n. Maintain complete and accurate records of all transactions relating to the Property interests of the Owner and make such records available for inspection by the Owner or its representatives at reasonable times. o. Render to the Owner a monthly statement of receipts and disbursements and of its compensation hereunder with respect to the subject real estate, which shall also contain such additional material information which may be requested by Owner, including without limitation (i) MANAGER has actual knowledge such information and reports as may be required by the Deeds of OWNER's Operating Agreement and other governing documents, and any amendments theretoTrust affecting such Property, and (ii) descriptions of any repair, alteration, or improvement which is deemed by Manager to be necessary, desirable, or appropriate to preserve or improve the terms appearance - and tenantability of this Agreement such Property. Manager shall not altered in such statements fully itemize all such disbursements and provide Owner with copies of all statements invoices, bills, or amended by any other evidence of amounts which have been so discharged, together with a description of the terms nature and purpose of OWNER's Operating Agreement and other governing documents and any amendments thereto;such expenditures. (o) reasonably cooperate with OWNER and its attorneys and accountants in making any disclosures required by the Securities Act of 1933 and the Securities Exchange Act of 1934 or any other securities laws; (p) recommend and, subject p. Remit to the approval of OWNEROwner, cause all together with such acts and things to be done in or about monthly statements, the Plant as shall be necessary to comply with any and all orders or violations affecting the Plant placed thereon by any federal, state or municipal authority having jurisdiction thereover, subject to OWNER's duties in paragraph 6(a); (q) cooperate with OWNER's accountants in regard net balance due to the preparation and filing Owner as reflected on behalf a summary of OWNER of any income or other tax return; and (r) provide benchmarking services to OWNER as described on EXHIBIT A attached heretosuch statements after deducting the compensation provided for in Paragraph 4 hereof.

Duties of Manager. MANAGER is hereby authorized On and directed by OWNER after the Contract Commencement Date, Manager shall (i) direct, supervise, manage and operate the Hotel in all aspects in an efficient and economical manner consistent with hotels of a comparable size, location, age, class and level of service having similar facilities and (ii) determine and administer the programs and policies to do be followed in connection therewith, all in accordance with the provisions of this Agreement, on the condition that Manager shall not be obligated to advance any of its own funds in connection with such duties. Without limiting the generality of the foregoing, Manager shall perform each of the following and agrees, in each case on behalf of and at the expense of OWNER, tofunctions: (a) supervise and direct the general operations of the Plant and operate it efficiently and effectively; (b) hireRecruit, employ, relocate, pay, supervise and discharge all employees and personnel necessary to properly maintain for the operation of the Hotel (included in the foregoing shall be the determination of all personnel policies). (b) Establish all prices, rates and operate charges for guest rooms, meeting rooms, commercial space (including all stores, office space and lobby space), food, beverage, and other salable or rentable items comprising the Plant Hotel and its business. (c) Negotiate and enter into, on behalf of Owner, service contracts required in accordance with OWNER's terms the ordinary course of business in operating the Hotel including, without limitation, contracts for electricity, gas, telephone, cable, cleaning, vermin extermination, elevator and conditions boiler maintenance, and other services which Manager deems advisable, on the condition that Manager shall not enter into any service contract contemplated by this subsection that is not cancelable by Owner on a maximum of employment, provided, however, that MANAGER shall obtain ninety (90) days prior notice and no penalty without the approval prior written consent of OWNER prior to reassigning or terminating the Plant ControllerOwner, which approval consent shall not be unreasonably withheld, and cause to be prepared and timely filed and paid all necessary returns, forms and payments in connection with unemployment insurance, withholding, social security and other like benefits and taxes, all such employees to be employees of OWNER and not of MANAGER (notwithstanding the above, OWNER shall retain the right to unilaterally terminate the services of the Plant Controller); (c) prepare or cause to be prepared for review and approval of OWNER an annual operating budget setting forth the anticipated income and expenses for the Plant for the ensuing year, a comparison of such budget to the income and expenses of the preceding and current years, and any required explanations with respect thereto;. (d) set up Negotiate and keep in good order separateenter into, accurate on behalf of Owner, concession agreements, leases, licenses and adequate accounting records to be maintained similar contracts for OWNERuse by concessionaires, tenants, licensees and maintain orderly files containing income records, insurance policies, leases and subleases, correspondence, receipted bills and vouchers, and all other documents pertaining to the Plant or the operation thereof, and prepare or cause to be prepared for OWNER monthly and annual statements of account as intended users of the end facilities at the Hotel, on the condition that Manager shall not enter into any agreement, lease, license or contract contemplated by this subsection that is not cancelable by Owner on a maximum of each month ninety (90) days prior written notice and year, all in accordance with paragraph 28;no penalty without the prior written consent of Owner. (e) check To the extent within the control of Manager, obtain and keep in full force and effect, either in its own name on behalf of Owner or in Owner's name, as may be required by applicable Laws, any and all bills received new, renewal and additional licenses and permits necessary to enable Manager to operate the Hotel in accordance with applicable Laws. (f) Accord rooms to persons to whom such privileges are customarily accorded in the industry, including, without limitation, (i) employees of Manager's parent company, pursuant to its personnel policies and subject to space availability, and (ii) such employees of Owner as Owner may from time to time designate. (g) Establish and revise, as necessary, administrative policies and procedures including, without limitation, policies and procedures for the control of revenue and expenditures, for the purchase of Operating Equipment, Operating Supplies and services, work for the control of credit, and supplies ordered for the scheduling of maintenance. (h) In accordance with the Annual Business Plan procure, or arrange for the procurement of, as agent for Owner, all replacement Operating Equipment and Operating Supplies necessary to maintain and operate the Hotel properly in connection with maintaining and operating the Plant and pay, with OWNER's fundsordinary course of business. (i) Make or install, or cause to be paid made or installed, in the name of Owner, all such expensesnormal capital repairs, mortgage interest and amortizationdecorations, ground rentrenewals, water chargesrevisions, sewer rentalterations, assessmentsrebuilds, real estate taxesreplacements, additions, and other taxes assessed against improvements in and to the Plant as Hotel building and when FF&E, in the same shall become due and payable; (f) establish and maintain the Accounts; collect payments from customers ordinary course of the Plant and take any and all actions MANAGER business, that Manager deems necessary or desirable to collect such payments; deposit such payments into, and withdraw or disburse such amounts from, the Accounts; all in accordance with paragraph 12. (g) comply with all covenants of OWNER under the terms of any mortgage loan affecting the Plant, subject to OWNER's duties in paragraph 6(a); (h) cause to be effected and maintained on the Plant the insurance referred to in paragraph 29; (i) notify OWNER and applicable insurance carriers of policies under paragraph 29 of any serious bodily injury (including death) to any Person and any substantial property damage, or claims as to either, that MANAGER has knowledge of or should have knowledge of, and deliver to OWNER any legal process received by it which affects or may affect OWNER or the Plant; (j) contract for and cause the purchase of all services, grains, supplies and other materials necessary appropriate for the Plant to produce the Products and contract for and cause the marketing and sale of the Products; provided, however, MANAGER shall not contract with an affiliate of MANAGER for any of the items stated in this paragraph 3(j), without the prior approval of OWNER; (k) contract for electricity, natural gas, water, waste water, fuel oil, rubbish and snow removal, vermin extermination and such other services or such of them as MANAGER deems necessary or advisable, provided, however, MANAGER shall not contract for electricity, natural gas, water and waste water without the prior approval of OWNER; (l) contract for and cause the Plant and all fixtures, furnishings, equipment, supplies, tools, and other materials and facilities thereof to be maintained in good order and condition; to cause all routine repairs, replacements and alterations to be made thereto; and to purchase such items MANAGER deems necessary or desirable for the proper operation and maintenance of the Plant; providedHotel, however, on the condition that MANAGER shall not such items are contemplated by the Annual Business Plan for such Fiscal Year in which such action is taken. (j) Arrange and contract for any particular item involving an expenditure all advertising and promotion of the Hotel which Manager in its reasonable discretion deems necessary or appropriate for the operation of the Hotel. (k) Open and maintain the Agency Account as required by this Agreement. (l) Prepare and deliver to Owner the Annual Business Plans and Financial Statements, and such other information as required by this Agreement. (m) Plan, execute and supervise repairs and maintenance at the Hotel, but all related capital expenditures in the aggregate in excess of $15,00010,000 shall be implemented by, other than budgeted itemsor on behalf of, without the prior approval of OWNER except in circumstances which MANAGER reasonably believes constitutes an emergency requiring immediate action for the preservation or safety of the Plant or its occupants or to avoid the suspension of any necessary service; (m) use its best efforts to cause the Plant and its operations to comply with all applicable laws and regulations;Owner. (n) act in compliance with OWNER's Operating Agreement and other governing documents provided that (i) MANAGER has actual knowledge of OWNER's Operating Agreement and other governing documents, and any amendments thereto, and (ii) Provide the terms of this Agreement shall not altered or amended by any of the terms of OWNER's Operating Agreement and other governing documents and any amendments thereto;Group Services. (o) reasonably cooperate Procure and maintain insurance in accordance with OWNER and its attorneys and accountants in making any disclosures required by the Securities Act of 1933 and the Securities Exchange Act of 1934 or any other securities laws;‎ARTICLE VII. (p) recommend and, subject Keep Owner advised as to the approval of OWNER, cause all such acts and things to be done in or about the Plant as shall be necessary to comply with any and all orders or violations major policy matters affecting the Plant placed thereon by any federal, state or municipal authority having jurisdiction thereover, subject to OWNER's duties in paragraph 6(a);Hotel. (q) cooperate To the extent within the control of Manager, operate the Hotel in compliance with OWNER's accountants in regard to the preparation Franchise Agreement and filing on behalf of OWNER the Mortgage. Manager shall notify Owner within five (5) business days of any income notice of violations of Franchise Agreement or other tax return; andMortgage received by Manager. (r) provide benchmarking services Conduct such other operations from time to OWNER time as described on EXHIBIT A attached heretomay be required under this Agreement.