Common use of Initial Improvements Clause in Contracts

Initial Improvements. (a) As soon as practicable following the Effective Date, Owner is to undertake certain Construction to upgrade and renovate the Hotel. Manager shall facilitate such Construction on behalf of Owner but Owner shall be responsible for such Construction and the completion thereof. Such Construction is described on Schedule 3.5 (the “Initial Improvements”) and will be effected pursuant to a scope of work and terms, plans, specifications and standards developed by Manager in consultation with Owner and approved by Owner (such approval not to be unreasonably withheld or delayed). The costs of the Initial Improvements shall be paid from the Reserve Fund Account, taking into account the need for Reserve Fund Work at the Hotel. Owner shall diligently prosecute the Initial Improvements, to the extent funds are available therefor in the Reserve Fund Account, and provision therefor shall be included in the Annual Plan. Manager shall have the rights set forth in Section 3.5(b) if the Initial Improvements are not completed by the first anniversary of the Effective Date. In connection with the Initial Improvements, Owner and Manager (or an Affiliate of Manager) may, upon approval by Owner, enter into a purchasing agreement in a form proposed by Manager and approved by Owner, and Manager or such Affiliate will be entitled to receive certain fees thereunder, which fees also shall be in addition to the Management Fees and other amounts payable to Manager under this Agreement. In addition, it is anticipated that an employee of Manager may be utilized to perform certain limited construction supervision services for the Initial Improvements on behalf of Owner. Owner will (i) be entitled to approve such individual and (ii) reimburse Manager for (A) all reasonable travel, lodging, telephone and other expenses incurred by such employee that are directly related to his or her performance of such services and (B) the pro rata portion of such employee’s total monthly compensation (including benefits) based upon the number of days (or partial days and including travel time) in any given month in which such employee performs such services on behalf of Owner. (b) the Initial Improvements are not completed, as determined by Manager in its reasonable judgment, by the first anniversary of the Effective Date, then (i) at any time thereafter Manager may at its option terminate this Agreement upon at least six (6) months prior written notice to Owner (and Manager will not be entitled to receive the Special Termination Fee in connection with any such termination); and (ii) at any time after the second anniversary of the Effective Date, Manager may at its option, upon six (6) months prior written notice to Owner, exclude the use of the “Radisson” name and other Marks in connection with the operation of the Hotel, and in such case Manager shall be entitled to continue to manage the Hotel subject to and in accordance with the terms of this Agreement (other than any terms hereof requiring the Hotel to be operated under the “Radisson” brand or Marks or as a System Hotel) and thereafter the Hotel shall not be included in the centralized reservation system operated for System Hotels (but upon Owner’s request, Manager shall consult with Owner concerning the procurement from a Third Party of a franchise or license agreement for the operation of the Hotel under another hotel brand and for the inclusion of the Hotel in any centralized hotel reservations system offered by a Third Party). The foregoing remedies set forth in clauses (i) and (ii) of this Section 3.5(b) constitute Manager’s sole remedies in the event of a failure by Owner to complete the Initial Improvements. With respect to any period following the exclusion of the “Radisson” name and Marks from the Hotel pursuant to Manager’s exercise of the remedy set forth in the foregoing clause (ii), Manager shall not charge the Hotel for the Reservations Fee, the Marketing Contribution or other reservations, training, orientation or other System-program charges that are payable by System Hotels but not by non-System Hotels managed by Manager (but Manager in any event shall continue to be entitled to receive the Management Fees and Reimbursable Expenses payable to it hereunder, and Owner acknowledges and agrees that, if pursuant to the agreement of Owner and Manager the Hotel becomes affiliated with another hotel system, Owner will be required to pay reservations, training, marketing and other charges to the extent payable by hotels that participate in such other hotel system).

Initial Improvements. (a) As soon as practicable following the Effective Date, Owner is to undertake certain Construction to upgrade and renovate the Hotel. Manager shall facilitate such Construction on behalf of Owner but Owner shall be responsible for such Construction and the completion thereof. Such Construction is described on Schedule 3.5 (the “Initial Improvements”) and will be effected pursuant to a scope of work and terms, plans, specifications and standards developed by Manager in consultation with Owner and approved by Owner (such approval not to be unreasonably withheld or delayed). The costs of the Initial Improvements shall be paid from the Reserve Fund Account, taking into account the need for Reserve Fund Work at the Hotel. Owner shall diligently prosecute the Initial Improvements, to the extent funds are available therefor in the Reserve Fund Account, and provision therefor shall be included in the Annual Plan. Manager shall have the rights set forth in Section 3.5(b) if the Initial Improvements are not completed by the first anniversary of the Effective Date. In connection with the Initial Improvements, Owner and Manager (or an Affiliate of Manager) may, upon approval by Owner, enter into a purchasing agreement in a form proposed by Manager and approved by Owner, and Manager or such Affiliate will be entitled to receive certain fees thereunder, which fees also shall be in addition to the Management Fees and other amounts payable to Manager under this Agreement. In addition, it is anticipated that an employee of Manager may be utilized to perform certain limited construction supervision services for the Initial Improvements on behalf of Owner. Owner will (i) be entitled to approve such individual and (ii) reimburse Manager for (A) all reasonable travel, lodging, telephone and other expenses incurred by such employee that are directly related to his or her performance of such services and (B) the pro rata portion of such employee’s total monthly compensation (including benefits) based upon the number of days (or partial days and including travel time) in any given month in which such employee performs such services on behalf of Owner. (b) If the Initial Improvements are not completed, as determined by Manager in its reasonable judgment, by the first anniversary of the Effective Date, then (i) at any time thereafter Manager may at its option terminate this Agreement upon at least six (6) months prior written notice to Owner (and Manager will not be entitled to receive the Special Termination Fee in connection with any such termination); and (ii) at any time after the second anniversary of the Effective Date, Manager may at its option, upon six (6) months prior written notice to Owner, exclude the use of the “Radisson” name and other Marks in connection with the operation of the Hotel, and in such case Manager shall be entitled to continue to manage the Hotel subject to and in accordance with the terms of this Agreement (other than any terms hereof requiring the Hotel to be operated under the “Radisson” brand or Marks or as a System Hotel) and thereafter the Hotel shall not be included in the centralized reservation system operated for System Hotels (but upon Owner’s request, Manager shall consult with Owner concerning the procurement from a Third Party of a franchise or license agreement for the operation of the Hotel under another hotel brand and for the inclusion of the Hotel in any centralized hotel reservations system offered by a Third Party). The foregoing remedies set forth in clauses (i) and (ii) of this Section 3.5(b) constitute Manager’s sole remedies in the event of a failure by Owner to complete the Initial Improvements. With respect to any period following the exclusion of the “Radisson” name and Marks from the Hotel pursuant to Manager’s exercise of the remedy set forth in the foregoing clause (ii), Manager shall not charge the Hotel for the Reservations Fee, the Marketing Contribution or other reservations, training, orientation or other System-program charges that are payable by System Hotels but not by non-System Hotels managed by Manager (but Manager in any event shall continue to be entitled to receive the Management Fees and Reimbursable Expenses payable to it hereunder, and Owner acknowledges and agrees that, if pursuant to the agreement of Owner and Manager the Hotel becomes affiliated with another hotel system, Owner will be required to pay reservations, training, marketing and other charges to the extent payable by hotels that participate in such other hotel system).

Initial Improvements. (a) As soon as practicable following the Effective Date, Owner is to undertake certain Construction to upgrade and renovate the Hotel. Manager shall facilitate such Construction on behalf of Owner but Owner Certain improvements shall be responsible for such Construction and constructed in the completion thereof. Such Construction is Premises by Landlord as described on Schedule 3.5 in Exhibit B hereto (the “Initial Space Improvements”) and will be effected pursuant for the purpose of initially preparing the Premises for occupancy by Tenant. Prior to a scope of the Commencement Date, any work and terms, plans, specifications and standards developed performed by Manager in consultation with Owner and approved by Owner (such approval not to be unreasonably withheld Tenant or delayed). The costs of any fixtures or personal property moved into the Initial Improvements Premises shall be paid from at Tenant’s own risk. Landlord shall use commercially reasonable efforts to complete such improvements on or before the Reserve Fund Account, taking into account the need for Reserve Fund Work at the Hotel. Owner shall diligently prosecute the Initial Improvements, to the extent funds are available therefor in the Reserve Fund Account, and provision therefor shall be included in the Annual Plan. Manager shall have the rights Commencement Date set forth in Section 3.5(b) the Fundamental Lease Provisions, but Landlord shall have no liability to the Tenant hereunder if prevented from doing so for any reason whatsoever, including but not limited to strike or other labor troubles, governmental restrictions, failure or shortage of utility service, national or local emergency, accident, flood, fire or other casualty, adverse weather condition, other act of God, inability to obtain a building permit or a certificate of occupancy, or any other cause beyond the Landlord’s reasonable control. In such event, the Commencement Date and expiration date of the Term shall be postponed for a period equaling the length of such delay. If any delay in completion of the Space Improvements or in delivering possession of the Premises is deemed to be caused by Landlord’s gross negligence and as a result, the Initial Improvements are not completed by July 31, 2011, Tenant shall have the first anniversary right to cancel this Lease and have no other obligations hereto. However, if any delay in completion of the Effective Date. In connection with Space Improvements or in delivering possession of the Initial ImprovementsPremises to Tenant are caused by Tenant, Owner and Manager including Tenant’s requesting changes in the Space Improvements which delay completion thereof, then Tenant shall commence all of its obligations hereunder (or an Affiliate including the payments of Manager) may, upon approval by Owner, enter into a purchasing agreement in a form proposed by Manager and approved by OwnerRent), and Manager or such Affiliate will be entitled to receive certain fees thereunder, which fees also all terms herein shall be in addition to effective and binding, on that date reasonably calculated by Landlord or its contractor as the Management Fees and other amounts payable to Manager under this Agreement. In addition, it is anticipated that an employee of Manager may be utilized to perform certain limited construction supervision services date on which Landlord would have substantially completed the Space Improvements if not for the Initial Improvements on behalf of Owner. Owner will (i) be entitled to approve such individual and (ii) reimburse Manager for (A) all reasonable travel, lodging, telephone and other expenses incurred by such employee that are directly related to his or her performance of such services and (B) the pro rata portion of such employee’s total monthly compensation (including benefits) based upon the number of days (or partial days and including travel time) in any given month in which such employee performs such services on behalf of Ownerdelay. (b) the Initial Improvements are not completed, as determined by Manager in its reasonable judgment, by the first anniversary of the Effective Date, then (i) at any time thereafter Manager may at its option terminate this Agreement upon at least six (6) months prior written notice to Owner (and Manager will not be entitled to receive the Special Termination Fee in connection with any such termination); and (ii) at any time after the second anniversary of the Effective Date, Manager may at its option, upon six (6) months prior written notice to Owner, exclude the use of the “Radisson” name and other Marks in connection with the operation of the Hotel, and in such case Manager shall be entitled to continue to manage the Hotel subject to and in accordance with the terms of this Agreement (other than any terms hereof requiring the Hotel to be operated under the “Radisson” brand or Marks or as a System Hotel) and thereafter the Hotel shall not be included in the centralized reservation system operated for System Hotels (but upon Owner’s request, Manager shall consult with Owner concerning the procurement from a Third Party of a franchise or license agreement for the operation of the Hotel under another hotel brand and for the inclusion of the Hotel in any centralized hotel reservations system offered by a Third Party). The foregoing remedies set forth in clauses (i) and (ii) of this Section 3.5(b) constitute Manager’s sole remedies in the event of a failure by Owner to complete the Initial Improvements. With respect to any period following the exclusion of the “Radisson” name and Marks from the Hotel pursuant to Manager’s exercise of the remedy set forth in the foregoing clause (ii), Manager shall not charge the Hotel for the Reservations Fee, the Marketing Contribution or other reservations, training, orientation or other System-program charges that are payable by System Hotels but not by non-System Hotels managed by Manager (but Manager in any event shall continue to be entitled to receive the Management Fees and Reimbursable Expenses payable to it hereunder, and Owner acknowledges and agrees that, if pursuant to the agreement of Owner and Manager the Hotel becomes affiliated with another hotel system, Owner will be required to pay reservations, training, marketing and other charges to the extent payable by hotels that participate in such other hotel system).