Common use of Management of the Hotel Clause in Contracts

Management of the Hotel. A. Manager shall manage the Hotel, including, without limitation, performance of the following functions, in accordance with Prudent Industry Practices, the provisions of this Agreement and all standards imposed by the Franchise Agreement (provided that in all cases, except as otherwise specifically set forth in this Agreement, the costs and expenses of performing such functions shall be Deductions): 1. Recruit, employ, supervise, direct and discharge the employees at the Hotel and maintain adequate staff, consistent with Prudent Industry Practices, to carry out its duties under this Agreement, which employees may be employed by an Affiliate of Manager as provided in Section 1.03. 2. Establish prices, rates and charges for services provided in the Hotel, including Guest Room rates. 3. Establish and revise, as necessary and in accordance with Prudent Industry Practices, administrative policies and procedures, including policies and procedure for the control of revenue and expenditures, for the purchasing of supplies and services, for the control of credit and for the scheduling of maintenance, and verify that the foregoing procedures are operating in a sound manner. 4. Make payments on accounts payable and collect accounts receivable. 5. Procure (for Owner) all Inventories and replace Fixed Asset Supplies. 6. Prepare and deliver interim accountings, annual accountings, Annual Operating Statements, Building Estimates, Repairs and Equipment Estimates and such other information as is required by this Agreement. 7. Plan, execute and supervise repairs and maintenance at the Hotel. 8. Obtain the insurance required to be obtained by Manager pursuant to Article VI of this Agreement and provide or cause to be provided all risk management services related thereto, subject to the provisions of Section 6.05. 9. Obtain and keep in full force and effect, either in its own name or in Owner’s or Owner’s affiliate’s name, as may be required by applicable law, any and all licenses (including, without limitation, liquor licenses which shall be maintained in the name of Manager to the extent permitted by law) and permits to the extent same is within the control of Manager (or, if same is not within the control of Manager, Manager shall use reasonable efforts to obtain and keep same in full force and effect). 10. Subject to the terms of this Agreement, execute subordination agreements, estoppel certificates and other documentation required by any purchaser or mortgagee and reasonably cooperate (provided that Manager shall not be obligated to enter into any amendments of this Agreement) with Owner or Landlord in any attempt(s) by Owner or Landlord to effectuate a Sale of the Hotel or to obtain a Qualified Mortgage. 11. Arrange for and supervise public relations and advertising and prepare marketing plans. 12. Manage and operate the Hotel at all times in compliance with the Franchise Agreement, including (without limitation) the Manual and the System standards (as such terms are defined therein). B. The operation of the Hotel shall be under the exclusive supervision and control of Manager, except as otherwise specifically provided in this Agreement, and Manager shall be responsible for the proper and efficient operation of the Hotel. In fulfilling its obligations under this Agreement, Manager will act as a reasonable, prudent operator of the Hotel, having regard for the status of the Hotel, operating the Hotel in accordance with Prudent Industry Practices and at all times maintaining and complying with all standards imposed by the Franchise Agreement, and subject to the foregoing and all other terms and conditions of this Agreement, shall have discretion in the following: charges, terms and conditions for Guest Rooms and commercial space; credit policies and services provided by the Hotel; food and beverage services; employment policies; granting of leases, subleases, licenses and concessions for shops and businesses within the Hotel, provided that the term of any such lease, sublease, license or concession shall not exceed the lesser of one (1) year or the Term without the prior written approval of Owner; receipt, holding and disbursement of funds; maintenance of bank accounts; procurement of Inventories, supplies and services; promotion and publicity; payment of costs and expenses as are specifically provided for in this Agreement or are otherwise reasonably necessary for the proper and efficient operation of the Hotel; and, generally, all activities necessary for operation of the Hotel. With respect to all Material Management Decisions, Manager shall consult with Owner in advance of making any such decisions. The term “Material Management Decisions” means a decision to be made in connection with any expenditure of more than $10,000 in each instance, or aggregate expenditures in any Fiscal Year of five percent (5%) or more of the total annual expenses provided for in the approved Annual Operating Projection for such Fiscal Year, if such expenditure is not included in the approved Annual Operating Projection for such Fiscal Year or if such expenditure would result in an increase in the overall Annual Operating Projection approved by Owner, unless such expenditure is made to address an emergency situation.

Management of the Hotel. A. Manager shall manage the Hotel, including, without limitation, performance of the following functions, in accordance with Prudent Industry Practices, the provisions of this Agreement and all standards imposed by the Franchise Agreement (provided that in all cases, except as otherwise specifically set forth in this Agreement, the costs and expenses of performing such functions shall be Deductions): 1. Recruit, employ, relocate, manage, supervise, direct and discharge the all employees at the Hotel and maintain adequate staff, consistent with Prudent Industry PracticesPractices and the Annual Operating Projection, to carry out its duties under this Agreement, which employees may be employed by an Affiliate of Manager as provided in Section 1.03. 2. Establish prices, rates and charges for services provided in the Hotel, including Guest Room rates, subject to Owner’s prior approval or as set forth in the Annual Operating Projection. 3. Establish and revise, as necessary and in accordance with Prudent Industry Practicesnecessary, administrative policies and procedures, including employment policies and procedure procedures and policies and procedures for the control of revenue and expenditures, for the purchasing of supplies and services, for the control of credit and for the scheduling of maintenance, and verify that the foregoing procedures are operating in a sound manner. 4. Make payments on accounts payable and collect accounts receivable. 5. Procure (for Owner) all Inventories and replace Fixed Asset SuppliesSupplies and otherwise incur customary and reasonable expenses in the operation of the Hotel, subject to the approved Annual Operating Projection. 6. Prepare and deliver interim accountingsAnnual Operating Projections, annual accountingsAccounting Period Statements, Annual Operating Statements, Building Estimates, Repairs and Equipment Estimates and such other information as is required by this Agreement. 7. Plan, execute and supervise repairs and maintenance at the Hotel. 8. Obtain the insurance required to be obtained by Manager pursuant to Article VI of this Agreement and provide or cause to be provided all risk management services related thereto, subject to the provisions of Section 6.05. 9. Obtain and keep in full force and effect, either in its own name or in Owner’s or Owner’s affiliate’s name, as may be required by applicable law, any and all licenses (including, without limitation, liquor licenses which shall be maintained in the name of Manager to the extent permitted by law) and permits to the extent same is within the control of Manager (or, if same is not within the control of Manager, Manager shall use reasonable diligence and efforts to obtain and keep same in full force and effect). 10. Subject to the terms of this Agreement, execute Execute subordination agreements, estoppel certificates and other documentation required by any purchaser or mortgagee and reasonably cooperate (provided that Manager shall not be obligated to enter into any amendments of this Agreement) with Owner or Landlord in any attempt(s) by Owner or Landlord to effectuate a Sale of the Hotel or to obtain a Qualified Mortgage. 11. Arrange At the direction and with the concurrence of Owner, arrange for and supervise public relations and advertising and prepare marketing plans. 12. Negotiate and enter into, on behalf of Owner, service contracts and other third party agreements required in the ordinary course of operating the Hotel, provided that each such contract or agreement that requires expenditures in excess of $5,000 or is not terminable without penalty or fee must first be approved in advance by Owner. 13. Manage and operate the Hotel at all times in compliance with the Franchise Agreement, including (without limitation) the Manual and the System standards Standards (as such terms are defined thereinin the Franchise Agreement). B. The operation of the Hotel shall be under the exclusive supervision and control of Manager, except as otherwise specifically provided in this Agreement, and Manager shall be responsible for the proper and efficient operation of the Hotel. In fulfilling its obligations under this Agreement, Manager will act as a reasonable, prudent operator of the Hotel, having regard for the status of the Hotel, operating the Hotel in accordance with Prudent Industry Practices and at all times maintaining and complying with all standards imposed by the Franchise Agreement, and subject to the foregoing and all other terms and conditions of this Agreement, shall have discretion in the following: charges, terms and conditions for Guest Rooms and commercial space; credit policies and services provided by the Hotel; food and beverage services; employment policies; granting of leases, subleases, licenses and concessions for shops and businesses within the Hotel, provided that the term of any such lease, sublease, license or concession shall not exceed the lesser of one (1) year or the Term without the prior written approval of Owner; receipt, holding and disbursement of funds; maintenance of bank accounts; procurement of Inventories, supplies and services; promotion and publicity; payment of costs and expenses as are specifically provided for in this Agreement or are otherwise reasonably necessary for the proper and efficient operation of the Hotel; and, generally, all activities necessary for operation of the Hotel. With respect to all Material Management Decisions, Manager shall consult with Owner in advance of making any such decisions. The term “Material Management Decisions” means a decision to be made in connection with any expenditure of more than $10,000 for each item or $50,000 in each instance, or the aggregate expenditures for all such items in any Fiscal Year of five percent (5%) or more of the total annual expenses provided for in the approved Annual Operating Projection for such Fiscal Year, if such expenditure is not included in the approved Annual Operating Projection for such Fiscal Year or if such expenditure would result in an increase in the overall Annual Operating Projection approved by Owner, unless such expenditure is made to address an emergency situationProjection.

Management of the Hotel. A. Manager shall manage the Hotel, including, without limitation, performance of the following functions, in accordance with Prudent Industry Practices, the provisions of this Agreement and all standards imposed by the Franchise Agreement (provided that in all cases, except as otherwise specifically set forth in this Agreement, the costs and expenses of performing such functions shall be Deductions): 1. Recruit, employ, relocate, manage, supervise, direct and discharge the all employees at the Hotel and maintain adequate staff, consistent with Prudent Industry Practices, to carry out its duties under this Agreement, which employees may be employed by an Affiliate of Manager as provided in Section 1.03. 2. Establish prices, rates and charges for services provided in the Hotel, including Guest Room rates, subject to Owner’s prior approval, which approval shall be part of the Annual Operating Projections process. 3. Establish and revise, as necessary and in accordance with Prudent Industry Practicesnecessary, administrative policies and procedures, including employment policies and procedure procedures and policies and procedures for the control of revenue and expenditures, for the purchasing of supplies and services, for the control of credit and for the scheduling of maintenance, and verify that the foregoing procedures are operating in a sound manner. 4. Make payments on accounts payable and collect accounts receivable. 5. Procure (for Owner) all Inventories and replace Fixed Asset SuppliesSupplies and otherwise incur customary and reasonable expenses in the operation of the Hotel, subject to the approved Annual Operating Projection. 6. Prepare and deliver interim accountingsAnnual Operating Projections, annual accountingsAccounting Period Statements, Annual Operating Statements, Building Estimates, Repairs and Equipment Estimates and such other information as is required by this Agreement. 7. Plan, execute and supervise repairs and maintenance at the Hotel. 8. Obtain the insurance required to be obtained by Manager pursuant to Article VI of this Agreement and provide or cause to be provided all risk management services related thereto, subject to the provisions of Section 6.05. 9. Obtain and keep in full force and effect, either in its own name or in Owner’s or Owner’s affiliate’s name, as may be required by applicable law, any and all licenses (including, without limitation, liquor licenses which shall be maintained in the name of Manager to the extent permitted by law) and permits to the extent same is within the control of Manager (or, if same is not within the control of Manager, Manager shall use all due diligence and commercially reasonable efforts to obtain and keep same in full force and effect). 10. Subject to the terms Section 7.03 of this Agreement, execute commercially reasonable subordination agreements, estoppel certificates and other documentation required by any purchaser or mortgagee and reasonably cooperate (provided that Manager shall not be obligated to enter into any amendments of this Agreement) with Owner or Landlord in any attempt(s) by Owner or Landlord to effectuate a Sale of the Hotel or to obtain a Qualified Mortgage. 11. Arrange At the direction and with the concurrence of Owner, arrange for and supervise public relations and advertising and prepare marketing plans. 12. Negotiate and enter into, on behalf of Owner, service contracts and other third party agreements required in the ordinary course of operating the Hotel, provided that Owner’s prior written approval shall be required for any contract having a non-terminable term in excess of one year, or if the amount of the aggregate expenditures thereunder would, or are reasonably anticipated to, exceed $20,000 in the aggregate per annum. 13. Manage and operate the Hotel at all times in compliance with the Franchise Agreement, including (without limitation) the Manual and the System standards (as such terms are defined therein). B. The operation of the Hotel shall be under the exclusive supervision and control of Manager, except as otherwise specifically provided in this Agreement, and Manager shall be responsible for the proper and efficient operation of the Hotel. In fulfilling its obligations under this Agreement, Manager will act as a reasonable, prudent operator of the Hotel, having regard for the status of the Hotel, operating the Hotel in accordance with Prudent Industry Practices and at all times maintaining and complying with all standards imposed by the Franchise Agreement, and subject to the foregoing and all other terms and conditions of this Agreement, shall have discretion in the following: charges, terms and conditions for Guest Rooms and commercial space; credit policies and services provided by the Hotel; food and beverage services; employment policies; granting of leases, subleases, licenses and concessions for shops and businesses within the Hotel, provided that the term of any such lease, sublease, license or concession shall not exceed the lesser of one (1) year or the Term without the prior written approval of Owner; receipt, holding and disbursement of funds; maintenance of bank accounts; procurement of Inventories, supplies and services; promotion and publicity; payment of costs and expenses as are specifically provided for in this Agreement or are otherwise reasonably necessary for the proper and efficient operation of the Hotel; and, generally, all activities necessary for operation of the Hotel. With respect to all Material Management Decisions, Manager shall consult with Owner in advance of making any such decisions. The term “Material Management Decisions” means a decision to be made in connection with any expenditure of more than $10,000 for each item or $50,000 in each instance, or the aggregate expenditures for all such items in any Fiscal Year of five percent (5%) or more of the total annual expenses provided for in the approved Annual Operating Projection for such Fiscal Year, if such expenditure is not included in the approved Annual Operating Projection for such Fiscal Year or if such expenditure would result in an increase in the overall Annual Operating Projection approved by Projection. For purposes hereof, Material Management Decisions shall also be deemed not to include (i) emergency capital repairs as referenced in Section 5.02 of this Agreement and (ii) expenditures for utilities, real estate taxes and assessments, and insurance premiums for insurance policies. With respect to the foregoing exceptions to Material Management Decisions, Manager may at Owner, unless ’s expense make such expenditure is made to address an emergency situationexpenditures without seeking prior approval from Owner.

Management of the Hotel. A. Manager shall manage the Hotel, including, without limitation, performance of the following functions, in accordance with Prudent Industry Practices, the provisions of this Agreement and all standards imposed by the Franchise Agreement (provided that in all cases, except as otherwise specifically set forth in this Agreement, the costs and expenses of performing such functions shall be Deductions): 1. Recruit, employ, relocate, manage, supervise, direct and discharge the all employees at the Hotel and maintain adequate staff, consistent with Prudent Industry PracticesPractices and the Annual Operating Projection, to carry out its duties under this Agreement, which employees may be employed by an Affiliate of Manager as provided in Section 1.03. 2. Establish prices, rates and charges for services provided in the Hotel, including Guest Room rates, subject to Owner’s prior approval or as set forth in the Annual Operating Projection. 3. Establish and revise, as necessary and in accordance with Prudent Industry Practicesnecessary, administrative policies and procedures, including employment policies and procedure procedures and policies and procedures for the control of revenue and expenditures, for the purchasing of supplies and services, for the control of credit and for the scheduling of maintenance, and verify that the foregoing procedures are operating in a sound manner. 4. Make payments on accounts payable and collect accounts receivable. 5. Procure (for Owner) all Inventories and replace Fixed Asset SuppliesSupplies and otherwise incur customary and reasonable expenses in the operation of the Hotel, subject to the approved Annual Operating Projection. 6. Prepare and deliver interim accountingsAnnual Operating Projections, annual accountingsAccounting Period Statements, Annual Operating Statements, Building Estimates, Repairs and Equipment Estimates and such other information as is required by this Agreement. 7. Plan, execute and supervise repairs and maintenance at the Hotel. 8. Obtain the insurance required to be obtained by Manager pursuant to Article VI of this Agreement and provide or cause to be provided all risk management services related theretoAgreement, subject to the provisions of Section 6.05. 9. Obtain and keep in full force and effect, either in its own name or in Owner’s or Owner’s affiliate’s name, as may be required by applicable law, any and all licenses (including, without limitation, liquor licenses which shall be maintained in the name of Manager to the extent permitted by law) and permits to the extent same is within the control of Manager (or, if same is not within the control of Manager, Manager shall use reasonable diligence and efforts to obtain and keep same in full force and effect). 10. Subject to the terms of this Agreement, execute Execute subordination agreements, estoppel certificates and other documentation required by any purchaser or mortgagee and reasonably cooperate (provided that Manager shall not be obligated to enter into any amendments of this Agreement) with Owner or Landlord in any attempt(s) by Owner or Landlord to effectuate a Sale of the Hotel or to obtain a Qualified Mortgage. 11. Arrange At the direction and with the concurrence of Owner, arrange for and supervise public relations and advertising and prepare marketing plans. 12. Negotiate and enter into, on behalf of Owner, service contracts and other third party agreements required in the ordinary course of operating the Hotel, provided that each such contract or agreement that requires expenditures in excess of $5,000 or is not terminable without penalty or fee must first be approved in advance by Owner. 13. Manage and operate the Hotel at all times in compliance with the Franchise Agreement, including (without limitation) the Manual and the System standards Standards (as such terms are defined thereinin the Franchise Agreement). B. The operation of the Hotel shall be under the exclusive supervision and control of Manager, except as otherwise specifically provided in this Agreement, and Manager shall be responsible for the proper and efficient operation of the Hotel. In fulfilling its obligations under this Agreement, Manager will act as a reasonable, prudent operator of the Hotel, having regard for the status of the Hotel, operating the Hotel in accordance with Prudent Industry Practices and at all times maintaining and complying with all standards imposed by the Franchise Agreement, and subject to the foregoing and all other terms and conditions of this Agreement, shall have discretion in the following: charges, terms and conditions for Guest Rooms and commercial space; credit policies and services provided by the Hotel; food and beverage services; employment policies; granting of leases, subleases, licenses and concessions for shops and businesses within the Hotel, provided that the term of any such lease, sublease, license or concession shall not exceed the lesser of one (1) year or the Term without the prior written approval of Owner; receipt, holding and disbursement of funds; maintenance of bank accounts; procurement of Inventories, supplies and services; promotion and publicity; payment of costs and expenses as are specifically provided for in this Agreement or are otherwise reasonably necessary for the proper and efficient operation of the Hotel; and, generally, all activities necessary for operation of the Hotel. With respect to all Material Management Decisions, Manager shall consult with Owner in advance of making any such decisions. The term “Material Management Decisions” means a decision to be made in connection with any expenditure of more than $10,000 for each item or $50,000 in each instance, or the aggregate expenditures for all such items in any Fiscal Year of five percent (5%) or more of the total annual expenses provided for in the approved Annual Operating Projection for such Fiscal Year, if such expenditure is not included in the approved Annual Operating Projection for such Fiscal Year or if such expenditure would result in an increase in the overall Annual Operating Projection approved by Owner, unless such expenditure is made to address an emergency situationProjection.

Management of the Hotel. A. Manager shall manage the Hotel, including, without limitation, performance of the following functions, in accordance with Prudent Industry Practices, the provisions of this Agreement and all standards imposed by the Franchise Agreement (provided that in all cases, except as otherwise specifically set forth in this Agreement, the costs and expenses of performing such functions shall be Deductions): 1. Recruit, employ, supervise, direct and discharge the employees at the Hotel and maintain adequate staff, consistent with Prudent Industry Practices, to carry out its duties under this Agreement, which employees may be employed by an Affiliate of Manager as provided in Section 1.03. 2. Establish prices, rates and charges for services provided in the Hotel, including Guest Room rates. 3. Establish and revise, as necessary and in accordance with Prudent Industry Practicesnecessary, administrative policies and procedures, including policies and procedure for the control of revenue and expenditures, for the purchasing of supplies and services, for the control of credit and for the scheduling of maintenance, and verify that the foregoing procedures are operating in a sound manner. 4. Make payments on accounts payable and collect accounts receivable. 5. Procure (for Owner) all Inventories and replace Fixed Asset Supplies. 6. Prepare and deliver interim accountings, annual accountings, Annual Operating Statements, Building Estimates, Repairs and Equipment Estimates and such other information as is required by this Agreement. 7. Plan, execute and supervise repairs and maintenance at the Hotel. 8. Obtain the insurance required to be obtained by Manager pursuant to Article VI of this Agreement and provide or cause to be provided all risk management services related thereto, subject to the provisions of Section 6.05. 9. Obtain and keep in full force and effect, either in its own name or in Owner’s or Owner’s affiliate’s name, as may be required by applicable law, any and all licenses (including, without limitation, liquor licenses which shall be maintained in the name of Manager to the extent permitted by law) and permits to the extent same is within the control of Manager (or, if same is not within the control of Manager, Manager shall use reasonable all due diligence and best efforts to obtain and keep same in full force and effect). 10. Subject to the terms of this Agreement, execute Execute subordination agreements, estoppel certificates and other documentation required by any purchaser or mortgagee and reasonably cooperate (provided that Manager shall not be obligated to enter into any amendments of this Agreement) with Owner or Landlord in any attempt(s) by Owner or Landlord to effectuate a Sale of the Hotel or to obtain a Qualified Mortgage. 11. Arrange At the direction and with the concurrence of Owner, arrange for and supervise public relations and advertising and prepare marketing plans. 12. Manage and operate the Hotel at all times in compliance with the Franchise Agreement, including (without limitation) the Manual and the System standards (as such terms are defined therein). B. The operation of the Hotel shall be under the exclusive supervision and control of Manager, except as otherwise specifically provided in this Agreement, and Manager shall be responsible for the proper and efficient operation of the Hotel. In fulfilling its obligations under this Agreement, Manager will act as a reasonable, prudent operator of the Hotel, having regard for the status of the Hotel, operating the Hotel in accordance with Prudent Industry Practices and at all times maintaining and complying with all standards imposed by the Franchise Agreement, and subject to the foregoing and all other terms and conditions of this Agreement, shall have discretion in the following: charges, terms and conditions for Guest Rooms and commercial space; credit policies and services provided by the Hotel; food and beverage services; employment policies; granting of leases, subleases, licenses and concessions for shops and businesses within the Hotel, provided that the term of any such lease, sublease, license or concession shall not exceed the lesser of one (1) year or the Term without the prior written approval of Owner; receipt, holding and disbursement of funds; maintenance of bank accounts; procurement of Inventories, supplies and services; promotion and publicity; payment of costs and expenses as are specifically provided for in this Agreement or are otherwise reasonably necessary for the proper and efficient operation of the Hotel; and, generally, all activities necessary for operation of the Hotel. With respect to all Material Management Decisions, Manager shall consult with Owner in advance of making any such decisions. The term “Material Management Decisions” means a decision to be made in connection with any expenditure of more than $10,000 for each item or $50,000 in each instance, or the aggregate expenditures for all such items in any Fiscal Year of five percent (5%) or more of the total annual expenses provided for in the approved Annual Operating Projection for such Fiscal Year, if such expenditure is not included in the approved Annual Operating Projection for such Fiscal Year or if such expenditure would result in an increase in the overall Annual Operating Projection approved by Owner, unless such expenditure is made to address an emergency situationProjection.

Management of the Hotel. A. Manager shall manage the Hotel, including, without limitation, performance of the following functions, in accordance with Prudent Industry Practices, the provisions of this Agreement and all standards imposed by the Franchise Agreement (provided that in all cases, except as otherwise specifically set forth in this Agreement, the costs and expenses of performing such functions shall be Deductions): 1. Recruit, employ, relocate, manage, supervise, direct and discharge the all employees at the Hotel and maintain adequate staff, consistent with Prudent Industry PracticesPractices and the Annual Operating Projection, to carry out its duties under this Agreement, which employees may be employed by an Affiliate of Manager as provided in Section 1.03. 2. Establish prices, rates and charges for services provided in the Hotel, including Guest Room rates, subject to Owner’s prior approval or as set forth in the Annual Operating Projection. 3. Establish and revise, as necessary and in accordance with Prudent Industry Practicesnecessary, administrative policies and procedures, including employment policies and procedure procedures and policies and procedures for the control of revenue and expenditures, for the purchasing of supplies and services, for the control of credit and for the scheduling of maintenance, and verify that the foregoing procedures are operating in a sound manner. 4. Make payments on accounts payable and collect accounts receivable. 5. Procure (for Owner) all Inventories and replace Fixed Asset SuppliesSupplies and otherwise incur customary and reasonable expenses in the operation of the Hotel, subject to the approved Annual Operating Projection. 6. Prepare and deliver interim accountingsAnnual Operating Projections, annual accountingsAccounting Period Statements, Annual Operating Statements, Building Estimates, Repairs and Equipment Estimates and such other information as is required by this Agreement. 7. Plan, execute and supervise repairs and maintenance at the Hotel. 8. Obtain the insurance required to be obtained by Manager pursuant to Article VI of this Agreement and provide or cause to be provided all risk management services related thereto, subject to the provisions of Section 6.05. 9. Obtain and keep in full force and effect, either in its own name or in Owner’s 's or Owner’s 's affiliate’s 's name, as may be required by applicable law, any and all licenses (including, without limitation, liquor licenses which shall be maintained in the name of Manager to the extent permitted by law) and permits to the extent same is within the control of Manager (or, if same is not within the control of Manager, Manager shall use reasonable diligence and efforts to obtain and keep same in full force and effect). 10. Subject to the terms of this Agreement, execute Execute subordination agreements, estoppel certificates and other documentation required by any purchaser or mortgagee and reasonably cooperate (provided that Manager shall not be obligated to enter into any amendments of this Agreement) with Owner or Landlord in any attempt(s) by Owner or Landlord to effectuate a Sale of the Hotel or to obtain a Qualified Mortgage. 11. Arrange At the direction and with the concurrence of Owner, arrange for and supervise public relations and advertising and prepare marketing plans. 12. Negotiate and enter into, on behalf of Owner, service contracts and other third party agreements required in the ordinary course of operating the Hotel, provided that each such contract or agreement that requires expenditures in excess of $5,000 or is not terminable without penalty or fee must first be approved in advance by Owner. 13. Manage and operate the Hotel at all times in compliance with the Franchise Agreement, including (without limitation) the Manual and the System standards Standards (as such terms are defined thereinin the Franchise Agreement). B. The operation of the Hotel shall be under the exclusive supervision and control of Manager, except as otherwise specifically provided in this Agreement, and Manager shall be responsible for the proper and efficient operation of the Hotel. In fulfilling its obligations under this Agreement, Manager will act as a reasonable, prudent operator of the Hotel, having regard for the status of the Hotel, operating the Hotel in accordance with Prudent Industry Practices and at all times maintaining and complying with all standards imposed by the Franchise Agreement, and subject to the foregoing and all other terms and conditions of this Agreement, shall have discretion in the following: charges, terms and conditions for Guest Rooms and commercial space; credit policies and services provided by the Hotel; food and beverage services; employment policies; granting of leases, subleases, licenses and concessions for shops and businesses within the Hotel, provided that the term of any such lease, sublease, license or concession shall not exceed the lesser of one (1) year or the Term without the prior written approval of Owner; receipt, holding and disbursement of funds; maintenance of bank accounts; procurement of Inventories, supplies and services; promotion and publicity; payment of costs and expenses as are specifically provided for in this Agreement or are otherwise reasonably necessary for the proper and efficient operation of the Hotel; and, generally, all activities necessary for operation of the Hotel. With respect to all Material Management Decisions, Manager shall consult with Owner in advance of making any such decisions. The term “Material Management Decisions” means a decision to be made in connection with any expenditure of more than $10,000 for each item or $50,000 in each instance, or the aggregate expenditures for all such items in any Fiscal Year of five percent (5%) or more of the total annual expenses provided for in the approved Annual Operating Projection for such Fiscal Year, if such expenditure is not included in the approved Annual Operating Projection for such Fiscal Year or if such expenditure would result in an increase in the overall Annual Operating Projection approved by Owner, unless such expenditure is made to address an emergency situationProjection.

Management of the Hotel. A. Manager shall manage the Hotel, including, without limitation, performance of the following functions, in accordance with Prudent Industry Practices, the provisions of this Agreement and all standards imposed by the Franchise Agreement (provided that in all cases, except as otherwise specifically set forth in this Agreement, the costs and expenses of performing such functions shall be Deductions): 1. Recruit, employ, relocate, manage, supervise, direct and discharge the all employees at the Hotel and maintain adequate staff, consistent with Prudent Industry PracticesPractices and the Annual Operating Projection, to carry out its duties under this Agreement, which employees may be employed by an Affiliate of Manager as provided in Section 1.03. 2. Establish prices, rates and charges for services provided in the Hotel, including Guest Room rates, subject to Owner’s prior approval or as set forth in the Annual Operating Projection . 3. Establish and revise, as necessary and in accordance with Prudent Industry Practicesnecessary, administrative policies and procedures, including employment policies and procedure procedures and policies and procedures for the control of revenue and expenditures, for the purchasing of supplies and services, for the control of credit and for the scheduling of maintenance, and verify that the foregoing procedures are operating in a sound manner. 4. Make payments on accounts payable and collect accounts receivable. 5. Procure (for Owner) all Inventories and replace Fixed Asset SuppliesSupplies and otherwise incur customary and reasonable expenses in the operation of the Hotel, subject to the approved Annual Operating Projection. 6. Prepare and deliver interim accountingsAnnual Operating Projections, annual accountingsAccounting Period Statements, Annual Operating Statements, Building Estimates, Repairs and Equipment Estimates and such other information as is required by this Agreement. 7. Plan, execute and supervise repairs and maintenance at the Hotel. 8. Obtain the insurance required to be obtained by Manager pursuant to Article VI of this Agreement and provide or cause to be provided all risk management services related thereto, subject to the provisions of Section 6.05. 9. Obtain and keep in full force and effect, either in its own name or in Owner’s or Owner’s affiliate’s name, as may be required by applicable law, any and all licenses (including, without limitation, liquor licenses which shall be maintained in the name of Manager to the extent permitted by law) and permits to the extent same is within the control of Manager (or, if same is not within the control of Manager, Manager shall use reasonable diligence and efforts to obtain and keep same in full force and effect). 10. Subject to the terms of this Agreement, execute Execute subordination agreements, estoppel certificates and other documentation required by any purchaser or mortgagee and reasonably cooperate (provided that Manager shall not be obligated to enter into any amendments of this Agreement) with Owner or Landlord in any attempt(s) by Owner or Landlord to effectuate a Sale of the Hotel or to obtain a Qualified Mortgage. 11. Arrange At the direction and with the concurrence of Owner, arrange for and supervise public relations and advertising and prepare marketing plans. 12. Negotiate and enter into, on behalf of Owner, service contracts and other third party agreements required in the ordinary course of operating the Hotel, provided that each such contract or agreement that requires expenditures in excess of $5,000 or is not terminable without penalty or fee must first be approved in advance by Owner. 13. Manage and operate the Hotel at all times in compliance with the Franchise Agreement, including (without limitation) the Manual and the System standards Standards (as such terms are defined thereinin the Franchise Agreement). B. The operation of the Hotel shall be under the exclusive supervision and control of Manager, except as otherwise specifically provided in this Agreement, and Manager shall be responsible for the proper and efficient operation of the Hotel. In fulfilling its obligations under this Agreement, Manager will act as a reasonable, prudent operator of the Hotel, having regard for the status of the Hotel, operating the Hotel in accordance with Prudent Industry Practices and at all times maintaining and complying with all standards imposed by the Franchise Agreement, and subject to the foregoing and all other terms and conditions of this Agreement, shall have discretion in the following: charges, terms and conditions for Guest Rooms and commercial space; credit policies and services provided by the Hotel; food and beverage services; employment policies; granting of leases, subleases, licenses and concessions for shops and businesses within the Hotel, provided that the term of any such lease, sublease, license or concession shall not exceed the lesser of one (1) year or the Term without the prior written approval of Owner; receipt, holding and disbursement of funds; maintenance of bank accounts; procurement of Inventories, supplies and services; promotion and publicity; payment of costs and expenses as are specifically provided for in this Agreement or are otherwise reasonably necessary for the proper and efficient operation of the Hotel; and, generally, all activities necessary for operation of the Hotel. With respect to all Material Management Decisions, Manager shall consult with Owner in advance of making any such decisions. The term “Material Management Decisions” means a decision to be made in connection with any expenditure of more than $10,000 for each item or $50,000 in each instance, or the aggregate expenditures for all such items in any Fiscal Year of five percent (5%) or more of the total annual expenses provided for in the approved Annual Operating Projection for such Fiscal Year, if such expenditure is not included in the approved Annual Operating Projection for such Fiscal Year or if such expenditure would result in an increase in the overall Annual Operating Projection approved by Owner, unless such expenditure is made to address an emergency situationProjection.

Management of the Hotel. A. Manager shall manage the Hotel, including, without limitation, performance of the following functions, at Owner’s expense as provided in this Agreement and in all events subject to the availability of Owner funds, in accordance with Prudent Industry Practices, the provisions of this Agreement and all standards imposed by the Franchise Agreement (provided that in all cases, except as otherwise specifically set forth in this Agreement, the costs and expenses of performing such functions shall be Deductions):: 1. Recruit, employ, supervise, direct and discharge the employees at the Hotel and maintain adequate staff, consistent with Prudent Industry Practices, to carry out its duties under this Agreement, which employees may be employed by an Affiliate of Manager as provided in Section 1.03. 2. Establish prices, rates and charges for services provided in the Hotel, including Guest Room rates. 3. Establish and revise, as necessary and in accordance with Prudent Industry Practicesnecessary, administrative policies and procedures, including policies and procedure for the control of revenue and expenditures, for the purchasing of supplies and services, for the control of credit and for the scheduling of maintenance, and verify that the foregoing procedures are operating in a sound manner. 4. Make payments on accounts payable and collect handle collection of accounts receivable. 5. Procure (for Owner) all Inventories and replace Fixed Asset Supplies. 6. Prepare and deliver interim accountings, annual accountingsAccounting Period Statements, Annual Operating Statements, Building Estimates, Repairs estimates on building repairs and Equipment Estimates on equipment repairs and replacements and such other information as is required by this Agreement. 7. Plan, execute and supervise repairs and maintenance at the Hotel. 8. Obtain the insurance required to be obtained by Manager pursuant to Article VI of this Agreement and provide obtain or cause to be provided obtained all risk management services related thereto, subject to the provisions of Section 6.05. 9. Obtain and keep in full force and effect, either in its own name or in Owner’s or Owner’s affiliateAffiliate’s name, or in Manager and Owner’s or Owner’s Affiliates name, as may be required by applicable law, any and all licenses (including, without limitation, liquor licenses which shall be maintained in the name of Manager to the extent permitted by law) and permits to the extent same is within the control of Manager (or, if same is not within the control of Manager, Manager shall use reasonable all due diligence and best efforts to obtain and keep same in full force and effect). 10. Subject to the terms of this Agreement, execute reasonable subordination and non disturbance agreements, estoppel certificates and other documentation required by any purchaser or mortgagee and reasonably cooperate (provided that Manager shall not be obligated to enter into any amendments of this Agreement and such purchaser or lender agrees to recognize the rights on Manager under and as provided in this Agreement) with Owner or Landlord in any attempt(s) by Owner or Landlord to effectuate a Sale of the Hotel or to obtain a Qualified Mortgage. No financing for the Hotel will limit or impair the ability of Manager to operate the Hotel and receive payments due Manager under this Agreement or modify the terms and conditions or this Agreement without Manager’s prior written approval. 11. Arrange for and supervise public relations and advertising with the concurrence of Owner and prepare marketing plans. 12. Manage and operate the Hotel at all times in compliance with the Franchise Agreement, including (without limitation) the Manual and the System standards (as such terms are defined therein)in the Franchise Agreement) and Prudent Industry Practices. B. The Subject to the terms of this Agreement and the Franchise Agreement, the operation of the Hotel shall be under the exclusive supervision and control of Manager, except as otherwise specifically provided in this Agreementand subject to the availability of Owner funds, and Manager shall be responsible for the proper and efficient operation of the Hotel. In fulfilling its obligations under this Agreement, Manager will act as a reasonable, prudent operator of the Hotel, having regard for the status of the Hotel, operating the Hotel in accordance with Prudent Industry Practices and at all times maintaining and complying with all standards imposed by the Franchise Agreement, and subject to the foregoing and all other terms and conditions of this Agreement, shall have discretion in free from interference, interruption or disturbance with respect to the following: charges, terms and conditions for Guest Rooms and commercial space; credit policies and services provided by the Hotel; food and beverage services; employment policies; granting of leases, subleases, licenses and concessions for shops and businesses business within the Hotel, provided that the term of any such lease, sublease, license or concession shall not exceed the lesser of one (1) year or the Term without the prior written approval of Owner; receipt, holding and disbursement of funds; maintenance of bank accounts; procurement of Inventories, supplies and services; promotion and publicity; payment of costs and expenses as are specifically provided for in this Agreement or are otherwise reasonably necessary for the proper and efficient operation of the Hotel; and, generally, all activities necessary for operation of the Hotel. With respect to all Material Management Decisions, Manager shall consult with Owner in advance of making any such decisions. The term “Material Management Decisions” means a decision to be made in connection with any expenditure of more than $10,000 for each item or $50,000 in each instance, or the aggregate expenditures for all such items in any Fiscal Year of five percent (5%) or more of the total annual expenses provided for in the approved Annual Operating Projection for such Fiscal Year, if such expenditure is not included in the approved Annual Operating Projection for such Fiscal Year or if such expenditure would result in an increase in the overall Annual Operating Projection approved by Owner, unless such expenditure is made to address an emergency situationProjection.

Management of the Hotel. A. Manager shall manage the Hotel, including, without limitation, performance of the following functions, in accordance with Prudent Industry Practices, the provisions of this Agreement and all standards imposed by the Franchise Agreement (provided that in all cases, except as otherwise specifically set forth in this Agreement, the costs and expenses of performing such functions shall be Deductions): 1. Recruit, employ, supervise, direct and discharge the employees at the Hotel (either itself or through an Affiliate of Manager provided nothing contained herein shall relieve Manager of its obligations to fully perform hereunder) and maintain adequate staff, consistent with Prudent Industry Practices, to carry out its duties under this Agreement, which employees may be employed by an Affiliate of Manager as provided in Section 1.03. 2. Establish prices, rates and charges for services provided in the Hotel, including Guest Room rates, subject to Owner’s prior approval, which approval shall not be unreasonably withheld and further which prior approval shall not be required where the local market conditions are particularly volatile. Notwithstanding the foregoing, Owner reserves the right at any time and from time to time to require prior approval of pricing changes. 3. Establish and revise, as necessary and in accordance with Prudent Industry Practices, administrative policies and procedures, including policies and procedure for the control of revenue and expenditures, for the purchasing of supplies and services, for the control of credit and for the scheduling of maintenance, and verify that the foregoing procedures are operating in a sound manner. 4. Make payments on accounts payable and collect accounts receivable. 5. Procure (for Owner) all Inventories and replace Fixed Asset Supplies. 6. Prepare and deliver interim accountings, annual accountings, Annual Operating Statements, Building Estimates, Repairs and Equipment Estimates and such other information as is required by this Agreement. 7. Plan, execute and supervise repairs and maintenance at the Hotel. 8. Obtain the insurance required to be obtained by Manager pursuant to Article VI of this Agreement and provide or cause to be provided all risk management services related thereto, subject to the provisions of Section 6.05. 9. Obtain and keep in full force and effect, either in its own name or in Owner’s or Owner’s affiliate’s name, as may be required by applicable law, any and all licenses (including, without limitation, liquor licenses which shall be maintained in the name of Manager to the extent permitted by law) and permits to the extent same is within the control of Manager (or, if same is not within the control of Manager, Manager shall use reasonable all due diligence and best efforts to obtain and keep same in full force and effect). 10. Subject to the terms of this Agreement, execute subordination agreements, estoppel certificates and other documentation required by any purchaser or mortgagee and reasonably cooperate (provided that Manager shall not be obligated to enter into any amendments of this Agreement) with Owner or Landlord in any attempt(s) by Owner or Landlord to effectuate a Sale of the Hotel or to obtain a Qualified Mortgage. 11. Arrange At the direction and with the concurrence of Owner, arrange for and supervise public relations and advertising and prepare marketing plans. 12. Manage and operate the Hotel at all times in compliance with the Franchise Agreement, including (without limitation) the Manual and the System standards (as such terms are defined therein). B. The operation of the Hotel shall be under the exclusive supervision and control of Manager, except as otherwise specifically provided in this Agreement, and Manager shall be responsible for the proper and efficient operation of the Hotel. In fulfilling its obligations under this Agreement, Manager will act as a reasonable, prudent operator of the Hotel, having regard for the status of the Hotel, operating the Hotel in accordance with Prudent Industry Practices and at all times maintaining and complying with all standards imposed by the Franchise Agreement, and subject to the foregoing and all other terms and conditions of this Agreement, shall have discretion in the following: charges, terms and conditions for Guest Rooms and commercial space; credit policies and services provided by the Hotel; food and beverage services; employment policies; granting of leases, subleases, licenses and concessions for shops and businesses within the Hotel, provided that the term of any such lease, sublease, license or concession shall not exceed the lesser of one (1) year or the Term without the prior written approval of Owner; receipt, holding and disbursement of funds; maintenance of bank accounts; procurement of Inventories, supplies and services; promotion and publicity; payment of costs and expenses as are specifically provided for in this Agreement or are otherwise reasonably necessary for the proper and efficient operation of the Hotel; and, generally, all activities necessary for operation of the Hotel. With respect to all Material Management Decisions, Manager shall consult with Owner in advance of making any such decisions. The term “Material Management Decisions” means a decision to be made in connection with any expenditure of more than $10,000 in each instance, or aggregate expenditures in any Fiscal Year of five percent (5%) or more of the total annual expenses provided for in the approved Annual Operating Projection for such Fiscal Year, if such expenditure is not included in the approved Annual Operating Projection for such Fiscal Year or if such expenditure would result in an increase in the overall Annual Operating Projection approved by Owner, unless such expenditure is made to address an emergency situation.commercial

Management of the Hotel. A. Manager shall manage the Hotel, including, without limitation, performance of the following functions, in accordance with Prudent Industry Practices, the provisions of this Agreement and all standards imposed by the Franchise Agreement (provided that in all cases, except as otherwise specifically set forth in this Agreement, the costs and expenses of performing such functions shall be Deductions): 1. Recruit, employ, supervise, direct and discharge the employees at the Hotel and maintain adequate staff, consistent with Prudent Industry Practices, to carry out its duties under this Agreement, which employees may be employed by an Affiliate of Manager as provided in Section 1.03. 2. Establish prices, rates and charges for services provided in the Hotel, including Guest Room rates. 3. Establish and revise, as necessary and in accordance with Prudent Industry Practicesnecessary, administrative policies and procedures, including policies and procedure for the control of revenue and expenditures, for the purchasing of supplies and services, for the control of credit and for the scheduling of maintenance, and verify that the foregoing procedures are operating in a sound manner. 4. Make payments on accounts payable and collect accounts receivable. 5. Procure (for Owner) all Inventories and replace Fixed Asset Supplies. 6. Prepare and deliver interim accountings, annual accountings, Annual Operating Statements, Building Estimates, Repairs and Equipment Estimates and such other information as is required by this Agreement. 7. Plan, execute and supervise repairs and maintenance at the Hotel. 8. Obtain the insurance required to be obtained by Manager pursuant to Article VI of this Agreement and provide or cause cause, to be provided all risk management services related thereto, subject to the provisions of Section 6.05. 9. Obtain and keep in full force and effect, either in its own name or in Owner’s or Owner’s affiliate’s name, as may be required by applicable law, any and all licenses (including, without limitation, liquor licenses which shall be maintained in the name of Manager to the extent permitted by law) and permits to the extent same is within the control of Manager (or, if same is not within the control of Manager, Manager shall use reasonable all due diligence and best efforts to obtain and keep same in full force and effect). 10. Subject to the terms of this Agreement, execute Execute subordination agreements, estoppel certificates and other documentation required by any purchaser or mortgagee and reasonably cooperate (provided that Manager shall not be obligated to enter into any amendments of this Agreement) with Owner or Landlord in any attempt(s) by Owner or Landlord to effectuate a Sale of the Hotel or to obtain a Qualified Mortgage. 11. Arrange At the direction and with the concurrence of Owner, arrange for and supervise public relations and advertising and prepare marketing plans. 12. Manage and operate the Hotel at all times in compliance with the Franchise Agreement, including (without limitation) the Manual and the System standards (as such terms are defined therein). B. The operation of the Hotel shall be under the exclusive supervision and control of Manager, except as otherwise specifically provided in this Agreement, and Manager shall be responsible for the proper and efficient operation of the Hotel. In fulfilling its obligations under this Agreement, Manager will act as a reasonable, prudent operator of the Hotel, having regard for the status of the Hotel, operating the Hotel in accordance with Prudent Industry Practices and at all times maintaining and complying with all standards imposed by the Franchise Agreement, and subject to the foregoing and all other terms and conditions of this Agreement, shall have discretion in the following: charges, terms and conditions for Guest Rooms and commercial space; credit policies and services provided by the Hotel; food and beverage services; employment policies; granting of leases, subleases, licenses and concessions for shops and businesses within the Hotel, provided that the term of any such lease, sublease, license or concession shall not exceed the lesser of one (1) year or the Term without the prior written approval of Owner; receipt, holding and disbursement of funds; maintenance of bank accounts; procurement of Inventories, supplies and services; promotion and publicity; payment of costs and expenses as are specifically provided for in this Agreement or are otherwise reasonably necessary for the proper and efficient operation of the Hotel; and, generally, all activities necessary for operation of the Hotel. With respect to all Material Management Decisions, Manager shall consult with Owner in advance of making any such decisions. The term “Material Management Decisions” means a decision to be made in connection with any expenditure of more than $10,000 for each item or $50,000 in each instance, or the aggregate expenditures for all such items in any Fiscal Year of five percent (5%) or more of the total annual expenses provided for in the approved Annual Operating Projection for such Fiscal Year, if such expenditure is not included in the approved Annual Operating Projection for such Fiscal Year or if such expenditure would result in an increase in the overall Annual Operating Projection approved by Owner, unless such expenditure is made to address an emergency situationProjection.

Management of the Hotel. A. Manager shall manage the Hotel, including, without limitation, performance of the following functions, in accordance with Prudent Industry Practices, the provisions of this Agreement and all standards imposed by the Franchise Agreement (provided that in all cases, except as otherwise specifically set forth in this Agreement, the costs and expenses of performing such functions shall be Deductions): 1. Recruit, employ, relocate, manage, supervise, direct and discharge the all employees at the Hotel and maintain adequate staff, consistent with Prudent Industry Practices, to carry out its duties under this Agreement, which employees may be employed by an Affiliate of Manager as provided in Section 1.03. 2. Establish prices, rates and charges for services provided in the Hotel, including Guest Room rates, subject to Owner’s prior approval. 3. Establish and revise, as necessary and in accordance with Prudent Industry Practicesnecessary, administrative policies and procedures, including employment policies and procedure procedures and policies and procedures for the control of revenue and expenditures, for the purchasing of supplies and services, for the control of credit and for the scheduling of maintenance, and verify that the foregoing procedures are operating in a sound manner. 4. Make payments on accounts payable and collect accounts receivable. 5. Procure (for Owner) all Inventories and replace Fixed Asset SuppliesSupplies and otherwise incur customary and reasonable expenses in the operation of the Hotel, subject to the approved Annual Operating Projection. 6. Prepare and deliver interim accountingsAnnual Operating Projections, annual accountingsAccounting Period Statements, Annual Operating Statements, Building Estimates, Repairs and Equipment Estimates and such other information as is required by this Agreement. 7. Plan, execute and supervise repairs and maintenance at the Hotel. 8. Obtain the insurance required to be obtained by Manager pursuant to Article VI of this Agreement and provide or cause to be provided all risk management services related thereto, subject to the provisions of Section 6.05. 9. Obtain and keep in full force and effect, either in its own name or in Owner’s or Owner’s affiliate’s name, as may be required by applicable law, any and all licenses (including, without limitation, liquor licenses which shall be maintained in the name of Manager to the extent permitted by law) and permits to the extent same is within the control of Manager (or, if same is not within the control of Manager, Manager shall use reasonable all due diligence and best efforts to obtain and keep same in full force and effect). 10. Subject to the terms of this Agreement, execute Execute subordination agreements, estoppel certificates and other documentation required by any purchaser or mortgagee and reasonably cooperate (provided that Manager shall not be obligated to enter into any amendments of this Agreement) with Owner or Landlord in any attempt(s) by Owner or Landlord to effectuate a Sale of the Hotel or to obtain a Qualified Mortgage. 11. Arrange At the direction and with the concurrence of Owner, arrange for and supervise public relations and advertising and prepare marketing plans. 12. Negotiate and enter into, on behalf of Owner, service contracts and other third party agreements required in the ordinary course of operating the Hotel, provided that each such contract or agreement is approved in advance by Owner. 13. Manage and operate the Hotel at all times in compliance with the Franchise Agreement, including (without limitation) the Manual and the System standards (as such terms are defined therein). B. The operation of the Hotel shall be under the exclusive supervision and control of Manager, except as otherwise specifically provided in this Agreement, and Manager shall be responsible for the proper and efficient operation of the Hotel. In fulfilling its obligations under this Agreement, Manager will act as a reasonable, prudent operator of the Hotel, having regard for the status of the Hotel, operating the Hotel in accordance with Prudent Industry Practices and at all times maintaining and complying with all standards imposed by the Franchise Agreement, and subject to the foregoing and all other terms and conditions of this Agreement, shall have discretion in the following: charges, terms and conditions for Guest Rooms and commercial space; credit policies and services provided by the Hotel; food and beverage services; employment policies; granting of leases, subleases, licenses and concessions for shops and businesses within the Hotel, provided that the term of any such lease, sublease, license or concession shall not exceed the lesser of one (1) year or the Term without the prior written approval of Owner; receipt, holding and disbursement of funds; maintenance of bank accounts; procurement of Inventories, supplies and services; promotion and publicity; payment of costs and expenses as are specifically provided for in this Agreement or are otherwise reasonably necessary for the proper and efficient operation of the Hotel; and, generally, all activities necessary for operation of the Hotel. With respect to all Material Management Decisions, Manager shall consult with Owner in advance of making any such decisions. The term “Material Management Decisions” means a decision to be made in connection with any expenditure of more than $10,000 for each item or $50,000 in each instance, or the aggregate expenditures for all such items in any Fiscal Year of five percent (5%) or more of the total annual expenses provided for in the approved Annual Operating Projection for such Fiscal Year, if such expenditure is not included in the approved Annual Operating Projection for such Fiscal Year or if such expenditure would result in an increase in the overall Annual Operating Projection approved by Owner, unless such expenditure is made to address an emergency situationProjection.

Management of the Hotel. A. Manager shall manage the Hotel, including, without limitation, performance of the following functions, in accordance with Prudent Industry Practices, the provisions of this Agreement and all standards imposed by the Franchise Agreement (provided that Owner makes the funds available to carry out these functions, and in all cases, except as otherwise specifically set forth in this Agreement, the costs and expenses of performing such functions shall be Deductions): 1. Recruit, employemploy or have employed, relocate, manage, supervise, direct and discharge the all employees at the Hotel and maintain adequate staff, consistent with Prudent Industry Practices, to carry out its duties under this Agreement, which employees may be employed by an Affiliate of Manager as provided in Section 1.03. 2. Establish prices, rates and charges for services provided in the Hotel, including Guest Room rates, subject to Owner’s prior approval of the Annual Operating Projections. 3. Establish and revise, as necessary and in accordance with Prudent Industry Practicesnecessary, administrative policies and procedures, including employment policies and procedure procedures and policies and procedures for the control of revenue and expenditures, for the purchasing of supplies and services, for the control of credit and for the scheduling of maintenance, and verify that the foregoing procedures are operating in a sound manner. 4. Make payments on accounts payable and collect accounts receivable. 5. Procure (for Owner) all Inventories and replace Fixed Asset SuppliesSupplies and otherwise incur customary and reasonable expenses in the operation of the Hotel, subject to the approved Annual Operating Projection. 6. Prepare and deliver interim accountingsAnnual Operating Projections, annual accountingsAccounting Period Statements, Annual Operating Statements, Building Estimates, Repairs and Equipment Estimates and such other information as is required by this Agreement. 7. Plan, execute and supervise repairs and maintenance at the Hotel. 8. Obtain the insurance required to be obtained by Manager pursuant to Article VI of this Agreement and provide or cause to be provided all risk management services related thereto, subject to the provisions of Section 6.05. 9. Obtain and keep in full force and effect, either in its own name or in Owner’s or Owner’s affiliate’s name, as may be required by applicable law, any and all licenses (including, without limitation, liquor licenses which shall be maintained in the name of Manager to the extent permitted by law) and permits to the extent same is within the control of Manager (or, if same is not within the control of Manager, Manager shall use reasonable all due diligence and best efforts to obtain and keep same in full force and effect). 10. Subject to the terms of this Agreement, execute Execute subordination agreements, estoppel certificates and other documentation required by any purchaser or mortgagee and reasonably cooperate (provided that Manager shall not be obligated to enter into any amendments of this Agreement) with Owner or Landlord in any attempt(s) by Owner or Landlord to effectuate a Sale of the Hotel or to obtain a Qualified Mortgage. 11. Arrange At the direction and with the concurrence of Owner, arrange for and supervise public relations and advertising and prepare marketing plans. 12. Negotiate and enter into, on behalf of Owner, service contracts and other third party agreements required in the ordinary course of operating the Hotel, including open account guaranties, provided that each such contract or agreement is approved in advance by Owner. 13. Manage and operate the Hotel at all times in compliance with the Franchise Agreement, including (without limitation) the Manual and the System standards (as such terms are defined therein). B. The operation of the Hotel shall be under the exclusive supervision and control of Manager, except as otherwise specifically provided in this Agreement, and Manager shall be responsible for the proper and efficient operation of the Hotel, subject to Owner making timely available and adequate funds for Manager to perform its obligations. In fulfilling its obligations under this Agreement, Manager will act as a reasonable, prudent operator of the Hotel, having regard for the status of the Hotel, operating the Hotel in accordance with Prudent Industry Practices and at all times maintaining and complying with all standards imposed by the Franchise Agreement, and subject to the foregoing and all other terms and conditions of this Agreement, shall have discretion in the following: charges, terms and conditions for Guest Rooms and commercial space; credit policies and services provided by the Hotel; food and beverage services; employment policies; granting of leases, subleases, licenses and concessions for shops and businesses within the Hotel, provided that the term of any such lease, sublease, license or concession shall not exceed the lesser of one (1) year or the Term without the prior written approval of Owner; receipt, holding and disbursement of funds; maintenance of bank accounts; procurement of Inventories, supplies and services; promotion and publicity; payment of costs and expenses as are specifically provided for in this Agreement or are otherwise reasonably necessary for the proper and efficient operation of the Hotel; and, generally, all activities necessary for operation of the Hotel. With respect to all Material Management Decisions, Manager shall consult with Owner in advance of making any such decisions. The term “Material Management Decisions” means a decision to be made in connection with any expenditure of more than $10,000 for each item or $50,000 in each instance, or the aggregate expenditures for all such items in any Fiscal Year of five percent (5%) or more of the total annual expenses provided for in the approved Annual Operating Projection for such Fiscal Year, if such expenditure is not included in the approved Annual Operating Projection for such Fiscal Year or if such expenditure would result in an increase in the overall Annual Operating Projection approved by Owner, unless such expenditure is made to address an emergency situationProjection.